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STOCKHOLDERS' EQUITY | 12 Months Ended
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Dec. 31, 2018
Stockholders' Equity Note [Abstract] |
STOCKHOLDERS' EQUITY | Preferred Stock Our amended and restated certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, $0.001 par value, with rights senior to those of our common stock, issuable in one or more series. Upon issuance, the Company can determine the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. Stockholder Rights Plan On July 18, 2014, we adopted a stockholder rights plan. The stockholder rights plan is embodied in the Stockholder Protection Rights Agreement dated as of July 18, 2014 (the "Rights Agreement"), between us and American Stock Transfer & Trust Company, LLC, as rights agent (the "Rights Agent"). Accordingly, the Board of Directors declared a distribution of one right (a “Right”) for each outstanding share of common stock, to stockholders of record at the close of business on July 28, 2014, for each share of common stock issued (including shares distributed from treasury) by us thereafter and prior to the Separation Time (as defined in the Rights Agreement), and for certain shares of common stock issued after the Separation Time. Following the Separation Time, each Right entitles the registered holder to purchase from us one one-thousandth (1/1,000) of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the "Preferred Stock"), at a purchase price of $100.00 (the "Exercise Price"), subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement. Each one one-thousandth of a share of Preferred Stock has substantially the same rights as one share of common stock. Subject to the terms and conditions of the Rights Agreement, Rights become exercisable ten days after the public announcement that a “Person” has become an “Acquiring Person” (as each such term is defined in the Rights Agreement). Any Rights held by an Acquiring Person are void and may not be exercised. If a Person becomes an Acquiring Person, all holders of Rights, except the Acquiring Person, may purchase at the Right’s then-current exercise price, common stock having a market value equal to twice the exercise price. Moreover, at any time after a Person becomes an Acquiring Person (unless such Person acquires 50 percent or more of our common stock then outstanding, as more fully described in the Rights Agreement), the Board of Directors may exchange all (but not less than all) of the then outstanding Rights (other than rights owned by such Person, which would have become void) for shares of common stock at an exchange ratio of one share of common stock per Right, appropriately adjusted in order to protect the interests of holders of Rights. The Rights Agreement was approved by our Board of Directors on July 18, 2014. The Rights will expire at the close of business on its ten year anniversary, unless earlier exchanged or terminated by us. Common Stock Our amended and restated certificate of incorporation authorizes the issuance of up to 150,000,000 shares of $0.001 par value common stock. In December 2014, we filed a shelf registration statement on Form S-3 (the "2015 S-3"), which was declared effective in January 2015. Under the 2015 S-3, the Company may sell up to a total of $250 million of its securities. In connection with the 2015 S-3, we amended our 2013 At-the-Market Issuance Sales Agreement with MLV & Co, LLC (“MLV”) (the "2015 ATM") such that we may issue and sell additional shares of our common stock, having an aggregate offering price of up to $175.0 million, from time to time through MLV and FBR Capital Markets & Co. ("FBR", each of MLV and FBR individually an "Agent" and collectively the "Agents"), acting as the sales agents. Under the 2015 ATM we pay the Agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock sold through the Agents. During the year ended December 31, 2017, we sold a total of 3,104,253 shares of common stock under the 2015 ATM for aggregate total gross proceeds of approximately $31.6 million at an average selling price of $10.18 per share, resulting in net proceeds of approximately $31.0 million after deducting commissions and other transaction costs. During the year ended December 31, 2016, we sold a total of 570,366 shares of common stock under the 2015 ATM for aggregate total gross proceeds of approximately $4.5 million at an average selling price of $7.88 per share, resulting in net proceeds of approximately $4.4 million after deducting commissions and other transaction costs. In March 2017, we completed an underwritten public offering of 5,128,206 shares of our common stock (plus a 30-day underwriter overallotment option to purchase up to an additional 769,230 shares of common stock, which was exercised) at a price of $9.75 per share. Net proceeds from this offering, including the overallotment option, were approximately $54 million, net of underwriting discounts and offering expenses of approximately $3.6 million. In May 2017, we filed a shelf registration statement on Form S-3 (the "2017 S-3"), which was declared effective in June 2017, replacing the 2015 S-3. Under the 2017 S-3, the Company may sell up to a total of $300 million of its securities. In connection with the 2017 S-3, we entered into an At-the-Market Issuance Sales Agreement (the "2017 ATM") with Jefferies LLC, Cantor Fitzgerald & Co., FBR Capital Markets & Co., SunTrust Robinson Humphrey, Inc., Raymond James & Associates, Inc., Ladenburg Thalmann & Co. Inc. and H.C. Wainwright & Co., LLC (each a "2017 Agent" and collectively, the "2017 Agents"), relating to the sale of shares of our common stock. Under the 2017 ATM we pay the 2017 Agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock. During the year ended December 31, 2017, we sold a total of 4,689,418 shares of common stock under the 2017 ATM for aggregate total gross proceeds of approximately $47.7 million at an average selling price of $10.18 per share, resulting in net proceeds of approximately $46.9 million after deducting commissions and other transactions costs. During the year ended December 31, 2018, we sold a total of 9,025,222 shares of common stock under the 2017 ATM for aggregate total gross proceeds of approximately $115.8 million at an average selling price of $12.83 per share, resulting in net proceeds of approximately $113.7 million after deducting commissions and other transactions costs. The 2017 S-3 is currently our only active shelf registration statement. After deducting shares already sold, there is approximately $136.5 million of common stock that remains available for sale under the 2017 S-3 at December 31, 2018. We may offer the securities under the 2017 S-3 from time to time in response to market conditions or other circumstances if we believe such a plan of financing is in the best interests of our stockholders. We believe that the 2017 S-3 provides us with the flexibility to raise additional capital to finance our operations as needed. Treasury Stock As of December 31, 2018 and 2017, 41,309 shares of common stock are being held in Treasury, at a cost of approximately $234,000, representing the fair market value on the date the shares were surrendered to the Company to satisfy employee tax obligations. Equity Incentive Plans The TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan (“2012 Incentive Plan”) was approved by stockholders in June 2018. Pursuant to this amendment, 6,000,000 shares were added to the 2012 Incentive Plan. As of December 31, 2018 and 2017, 1,916,900 and zero options, respectively, were outstanding and up to an additional 3,216,213 shares may be issued under the 2012 Incentive Plan. Effective as of January 1, 2017, we entered into an amendment (the “Amendment”) to the employment agreement entered into as of December 15, 2011 (together with the Amendment, the “Employment Agreement”) with Michael S. Weiss, our Executive Chairman and Chief Executive Officer and President. Under the Amendment, Mr. Weiss will remain as Chief Executive Officer and President, removing the interim status. Simultaneously, we entered into a Strategic Advisory Agreement (the “Advisory Agreement”) with Caribe BioAdvisors, LLC (the “Advisor”) owned by Mr. Weiss to provide the services of Mr. Weiss as Chairman of the Board and as Executive Chairman. As part of the Amendment, Mr. Weiss also agreed to forfeit 3,381,866 restricted shares previously granted under the Employment Agreement that were predominantly subject to time-based vesting over the next three years. Simultaneously, (i) Mr. Weiss was issued 418,371 restricted shares under the Employment Agreement that vest in 2018 and 2019 and (ii) the Advisor was issued 2,960,000 restricted shares under the Advisory Agreement that vested on market capitalization thresholds ranging from $375 million to $750 million. In accordance with GAAP, there was no incremental stock compensation expense recognition as a result of the modification. Stock Options The estimated fair value of the options granted in the year ended December 31, 2018 was determined utilizing the Black-Scholes option-pricing model at the date of grant. The following table summarizes stock option activity for the years ended December 31, 2018 (there were no stock options granted during the years ended December 31, 2017 and 2016):
|  | Number of shares |  |  | Weighted- average exercise price |  |  | Weighted- average Contractual Term (in years) |  |  | Aggregate intrinsic value |
Outstanding at December 31, 2017 |  |  | -- |  |  |  | -- |  |  |  | -- |  |  | $ | -- |
Granted |  |  | 1,916,900 |  |  |  | 6.50 |  |  |  |  |  |  |  |  |
Exercised |  |  | -- |  |  |  | -- |  |  |  |  |  |  |  |  |
Forfeited |  |  | -- |  |  |  | -- |  |  |  |  |  |  |  |  |
Expired |  |  | -- |  |  |  | -- |  |  |  |  |  |  |  |  |
Outstanding at December 31, 2018 |  |  | 1,916,900 |  |  |  | 6.50 |  |  |  | 9.75 |  |  |  | -- |
Exercisable at December 31, 2018 |  |  | -- |  |  |  | -- |  |  |  | -- |  |  | $ | -- |
As of December 31, 2018, the stock options outstanding include options granted to both employees and non-employees which are both time-based and milestone-based that vest upon certain corporate milestones. Stock-based compensation will be recorded if and when a milestone occurs. No expense was recognized during the year ended December 31, 2018 for these stock options. The fair value of the Company's option awards were estimated using the assumptions below:
|  | Year Ended December 31, 2018
Volatility |  |  | 192.76-296.71
Expected term (in years) |  |  | 5.0-6.25
Risk-free rate |  |  | 2.49-2.56%
Expected dividend yield |  |  | --%
Restricted Stock Certain employees, directors and consultants have been awarded restricted stock. The restricted stock vesting consists of milestone and time-based vesting. The following table summarizes restricted share activity for the years ended December 31, 2018, 2017 and 2016:
|  | Number of Shares |  |  | Weighted Average Grant Date Fair Value |
Outstanding at January 1, 2016 |  |  | 7,359,915 |  |  | $ | 7.83 |
Granted |  |  | 1,924,639 |  |  |  | 4.99 |
Vested |  |  | (595,726 | ) |  |  | 7.38 |
Forfeited |  |  | (46,773 | ) |  |  | 10.34 |
Outstanding at December 31, 2016 |  |  | 8,642,055 |  |  |  | 7.20 |
Granted |  |  | 1,836,511 |  |  |  | 6.40 |
Vested |  |  | (4,103,048 | ) |  |  | 5.24 |
Forfeited |  |  | (53,875 | ) |  |  | 8.47 |
Outstanding at December 31, 2017 |  |  | 6,321,643 |  |  |  | 7.17 |
Granted |  |  | 1,562,211 |  |  |  | 13.07 |
Vested |  |  | (1,596,966 | ) |  |  | 9.38 |
Forfeited |  |  | (191,196 | ) |  |  | 8.13 |
Outstanding at December 31, 2018 |  |  | 6,095,692 |  |  | $ | 8.07 |
Total compensation expense associated with restricted stock grants was $12.9 million, $15.9 million and $7.5 million during the years ended December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018, there was approximately $7.6 million of total unrecognized compensation expense related to unvested time-based restricted stock, which is expected to be recognized over a weighted-average period of 1 year. This amount does not include, as of December 31, 2018, 1,128,011 shares of restricted stock outstanding which are milestone-based and vest upon certain corporate milestones; and 2,103,750 shares of restricted stock outstanding issued to non-employees. Milestone-based non cash compensation expense will be measured and recorded if and when a milestone becomes probable. The expense for non-employee shares is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. Warrants The following table summarizes warrant activity for the years ended December 31, 2018, 2017 and 2016:
|  | Warrants |  |  | Weighted- average exercise price |  |  | Aggregate intrinsic value |
Outstanding at January 1, 2016 |  |  | 1,186,749 |  |  | $ | 2.37 |  |  | $ | 11,341,452 |
Issued |  |  | -- |  |  |  | -- |  |  |  |  |
Exercised |  |  | (273,370 | ) |  |  | 2.26 |  |  |  |  |
Expired |  |  | -- |  |  |  | 2.25 |  |  |  |  |
Outstanding at December 31, 2016 |  |  | 913,379 |  |  |  | 2.41 |  |  |  | 1,961,403 |
Issued |  |  | -- |  |  |  | -- |  |  |  |  |
Exercised |  |  | (887,585 | ) |  |  | 2.41 |  |  |  |  |
Expired |  |  | (25,794 | ) |  |  | -- |  |  |  |  |
Outstanding at December 31, 2017 |  |  | -- |  |  | $ | -- |  |  | $ | -- |
There was no warrant activity during the year ended December 31, 2018.

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- Definition The entire disclosure for accounts comprising shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income, and compensation-related costs for equity-based compensation. Includes, but is not limited to, disclosure of policies, compensation plan details, equity-based arrangements to obtain goods and services, deferred compensation arrangements, and employee stock purchase plan details. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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