Item 1.01. Entry into a Material Definitive Agreement.

On November 15, 2012, TG Therapeutics, Inc. (the "Company") issued a press release announcing that it had entered into an exclusive licensing agreement (the "Agreement") with Ildong Pharmaceutical Co. Ltd. ("Ildong") for the development and commercialization of the Company's novel anti-CD20 antibody, Ublituximab (TGTX-1101) in South Korea and Southeast Asia. A copy of the press release, which outlines the material terms of the Agreement, is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 15, 2012, the Company amended that certain Restricted Stock Subscription Agreement, dated November 15, 2011, by and between the Company and Sean Power (the "Subscription Agreement") to revise the vesting schedule contained therein. Pursuant to the amendment, Mr. Power's 25,000 shares of Company common stock, par value $.001 per share, set to vest on November 15, 2012 will now vest on "the later of November 15, 2012 or the date on which the Company has a 30-day weighted average trading volume in excess of 50,000 for a period of 30 days." All other provisions in the Subscription Agreement remain unchanged.

Item 9.01 Financial Statements And Exhibits.

(d) Exhibits.

99.1 Press release issued by TG Therapeutics, Inc. on November 15, 2012.

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