| Delaware(Stateor other jurisdiction ofincorporationor organization)                  | 36-3898269(I.R.S.EmployerIdentificationNo.) |
|--------------------------------------------------------------------------------------|---------------------------------------------|
|                                                                                 |
| 2 Gansevoort St., 9th FloorNew York, New York(Addressof principal executive offices) |  10014(ZipCode)                        |

| CommonStock, Par Value $0.001 Per Share(Titleof Class) | TheNasdaq Capital Market(Nameof Each Exchange on Which Registered) |
|--------------------------------------------------------|--------------------------------------------------------------------|

 

|  3. Exhibits         |                                                                                                                                                                                                                                                                                 |
|--------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                 |
|  Exhibit             |                                                                                                                                                                                                                                                                                 |
|  Number              |   Exhibit Description                                                                                                                                                                                                                                                      |
|                 |                                                                                                                                                                                                                                                                                 |
|   3.1           | Amended andRestated Certificate of Incorporation of TG Therapeutics, Inc.dated April 26, 2012 (incorporated by reference to Exhibit 3.2 tothe Registrant’s Form 10-Q for the quarter ended June 30,2012).                                                                     |
|                           |
|   3.2           | Certificate ofAmendment to Amended and Restated Certificate of Incorporation ofTG Therapeutics, Inc. dated June 9, 2014 (incorporated by referenceto Exhibit 3.2 to the Registrant’s Form 10-Q for the quarterended June 30, 2014).                                           |
|                           |
|   3.3           | Amended andRestated Bylaws of TG Therapeutics, Inc. dated July 18, 2014(incorporated by reference to Exhibit 3.1 to the Registrant’sCurrent Report on Form 8-K filed on July 21, 2014).                                                                                       |
|                           |
|   4.1           | Specimen commonstock certificate (incorporated by reference to Exhibit 4.1 to theRegistrant’s Form 10-K for the year ended December 31,2011).                                                                                                                                 |
|                           |
|   4.2           | Form of warrant topurchase common stock of TG Therapeutics, Inc. (incorporated byreference to Exhibit 4.1 to the Registrant’s Current Reporton Form 8-K filed on November 13, 2012).                                                                                          |
|                           |
|   4.3           | Form of Warrantissued to stockholders (incorporated by reference to Exhibit 10.34to the Registrant’s Form 10-K for the fiscal year endedDecember 31, 2011).                                                                                                                   |
|                           |
|   4.4           | StockholderProtection Rights Agreement, dated July 18, 2014 between TGTherapeutics, Inc. and American Stock Transfer & Trust Company,LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 tothe Registrant’s Current Report on Form 8-K filed on July 21,2014). |
|                           |
|   10.1          | Amended andRestated Convertible Promissory Note, dated March 1, 2011(incorporated by reference to Exhibit 10.1 to theRegistrant’s Current Report on Form 8-K filed on March 7,2011).                                                                                          |
|                           |
|   10.2          | EmploymentAgreement, effective December 29, 2011, between the Registrant andMichael Weiss (incorporated by reference to Exhibit 10.30 to theRegistrant’s Form 10-K for the fiscal year ended December 31,2011). †                                                      |
|                           |
|   10.3          | Restricted StockSubscription Agreement, effective December 29, 2011, between theRegistrant and Michael Weiss (incorporated by reference to Exhibit10.31 to the Registrant’s Form 10-K for the fiscal year endedDecember 31, 2011). †                                   |
|                           |
|   10.4          | Amendment toRestricted Stock Agreement, dated July 12, 2013, by and between TGTherapeutics, Inc. and Michael S. Weiss (incorporated by referenceto Exhibit 10.1 to the Registrant’s Current Report on Form8-K filed on July 16, 2013). †                               |
|                           |
|   10.5          | Amendment toRestricted Stock Agreements, dated December 31, 2014, by andbetween TG Therapeutics, Inc. and Michael S. Weiss (incorporated byreference to Exhibit 10.1 to the Registrant’s Current Reporton Form 8-K filed on January 7, 2015). †                        |
|                           |
|   10.6          | EmploymentAgreement, effective December 29, 2011, between the Registrant andSean Power (incorporated by reference to Exhibit 10.32 to theRegistrant’s Form 10-K for the fiscal year ended December 31,2011). †                                                         |

|                    |
|-------------------------|
|   10.7   | Restricted StockSubscription Agreement, effective December 29, 2011 between theRegistrant and Sean Power (incorporated by reference to Exhibit10.33 to the Registrant’s Form 10-K for the fiscal year endedDecember 31, 2011). † |
|                    |
|   10.8   | Amendment toRestricted Stock Agreement, dated July 12, 2013, by and between TGTherapeutics, Inc. and Sean A. Power (incorporated by reference toExhibit 10.2 to the Registrant’s Current Report on Form 8-Kfiled on July 16, 2013). † |
|                    |
|   10.9   | Amendment toRestricted Stock Agreements, dated December 31, 2014, by andbetween TG Therapeutics, Inc. and Sean A. Power (incorporated byreference to Exhibit 10.2 to the Registrant’s Current Reporton Form 8-K filed on January 7, 2015). † |
|                    |
|   10.10  | License Agreement,dated January 30, 2012, by and among the Registrant, GTCBiotherapeutics, Inc., LFB Biotechnologies S.A.S. and LFB/GTC LLC(incorporated by reference to Exhibit 10.35 to theRegistrant’s Form 10-K for the fiscal year ended December 31,2011). * |
|                    |
|   10.11  | TG Therapeutics,Inc. Amended and Restated 2012 Incentive Plan, dated May 14, 2012(incorporated by reference to Exhibit 10.1 to theRegistrant’s Form 10-Q/A for the quarter ended March 31,2012). |
|                    |
|   10.12  | First Amendment toTG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan,filed with the Registrant’s Definitive Proxy Statement forthe Annual Meeting of Stockholders on June 4, 2015, filed on April24, 2015, and incorporated herein by reference. |
|                    |
|   10.13  | SublicenseAgreement between TG Therapeutics, Inc. and Ildong PharmaceuticalCo. Ltd., dated November 13, 2012 (incorporated by reference toExhibit 10.37 to the Registrant’s Form 10-K for the fiscalyear ended December 31, 2012). * |
|                    |
|   10.14  | License Agreementbetween TG Therapeutics, Inc. and Ligand PharmaceuticalsIncorporated, dated June 23, 2014 (incorporated by reference toExhibit 10.1 to the Registrant’s Form 10-Q for the quarterended June 30, 2014).* |
|                    |
|   10.15  | Licensing Agreementbetween TG Therapeutics, Inc. and Rhizen Pharmaceuticals SA, datedSeptember 22, 2014 (incorporated by reference to Exhibit 10.1 tothe Registrant’s Current Report on Form 8-K filed on January20, 2015). * |
|                    |
|   10.16  | CollaborationAgreement between TG Therapeutics, Inc. and CheckpointTherapeutics, Inc., dated March 3, 2015 (incorporated by referenceto Exhibit 10.1 to the Registrant’s Form 10-Q for the quarterended March 31, 2015). * |
|                    |
|   10.17  | SublicenseAgreement between TG Therapeutics, Inc. and CheckpointTherapeutics, Inc., dated May 27, 2016, (incorporated by referenceto Exhibit 10.1 to the Registrant’s Form 10-Q for the quarterended June 30, 2016). * |
|                    |
|   10.18  | Amendment toEmployment Agreement, effective January 1, 2017, between TGTherapeutics, Inc. and Michael S. Weiss. #† |
|                    |
|   10.19  | Advisory Agreement,effective January 1, 2017, between TG Therapeutics, Inc. and CaribeBioAdvisors, LLC. # |
|                    |
|   21.1   | Subsidiaries of TGTherapeutics, Inc. |
|                    |
|   23.1   | Consent ofIndependent Registered Public Accounting Firm |
|                    |
|   31.1   | Certification ofPrincipal Executive Officer |
|                    |
|   31.2   | Certification ofPrincipal Financial Officer |
|                    |
|   32.1   | Certification ofChief Executive Officer pursuant to Section 906 of theSarbanes-Oxley Act of 2002 |
|                    |
|   32.2   | Certification ofChief Financial Officer pursuant to Section 906 of theSarbanes-Oxley Act of 2002 |
|                    |
|   101    | The followingfinancial information from TG Therapeutics, Inc.’s AnnualReport on Form 10-K for the year ended December 31, 2016,formatted in XBRL (eXtensible Business Reporting Language): (i)Consolidated Balance Sheets, (ii) Consolidated Statements ofOperations, (iii) Consolidated Statements of Stockholders’Equity, (iv) Consolidated Statements of Cash Flows,(v) the Notes to Consolidated FinancialStatements. |

|                                                                                                                                     TG THERAPEUTICS,INC.  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                       By: /s/ Sean A. Power                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                              SeanA. Power                                                                                             Chief FinancialOfficer |

| Signatures                                      |   | Title                                                                                      |
|-------------------------------------------------|--------|--------------------------------------------------------------------------------------------|
|                                            |   |                                                                                       |
| /s/ Michael S.Weiss*Michael S.Weiss        |   | ExecutiveChairman,  Chief Executive Officer and President(principalexecutive officer) |
| /s/ Sean A.PowerSean A.Power               |   | Chief FinancialOfficer(principalfinancial and accounting officer)                          |
| /s/ Laurence N.Charney*Laurence N.Charney  |   | Director                                                                                   |
| /s/ YannEchelard*YannEchelard              |   | Director                                                                                   |
| /s/ KennethHoberman*KennethHoberman        |   | Director                                                                                   |
| /s/ DanielHume*DanielHume                  |   | Director                                                                                   |
| /s/ William J.Kennedy*William J.Kennedy    |   | Director                                                                                   |
| /s/ MarkSchoenebaum, M.D.*Mark Schoenebaum,M.D. |   | Director                                                                                   |

|  Exhibit      |                                                                                                                     |
|-------------------------|--------------------------------------------------------------------------------------------------------------------------|
|  Number       |    Exhibit Description                                                                                    |
|          |                                                                                                                     |
|   10.18  | Amendment toEmployment Agreement, effective January 1, 2017, between TGTherapeutics, Inc. and Michael S. Weiss. † |
|                    |
|   10.19  | Advisory Agreement,effective January 1, 2017, between TG Therapeutics, Inc. and CaribeBioAdvisors, LLC.                  |
|                    |
|   31.1   | Certification ofPrincipal Executive Officer                                                                              |
|                    |
|   31.2   | Certification ofPrincipal Financial Officer                                                                              |
|                    |
|   32.1   | Certification ofChief Executive Officer pursuant to Section 906 of theSarbanes-Oxley Act of 2002                         |
|                    |
|   32.2   | Certification ofChief Financial Officer pursuant to Section 906 of theSarbanes-Oxley Act of 2002                         |