UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549








FORM 10-K/A

Amendment No. 1



| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------



For the fiscal year ended December 31,
2012.

OR



| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



For the transition period from ________
to ________.



Commission File Number 1-32639








TG THERAPEUTICS, INC.



(Exact name of registrant as specified
in its charter)



|Delaware
        (State or other jurisdiction of
        incorporation or organization)        |  | 36-3898269
        (I.R.S. Employer
        Identification No.)
|---------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------
|                                                                                               |  |                                                                
|787 Seventh Avenue
        New York, New York
        (Address of principal executive offices) |  | 10019
        (Zip Code)                                       



Registrant’s
telephone number, including area code: (212) 554-4484



Securities registered pursuant to Section
12(b) of the Act:



|Common Stock, Par Value $0.001 Per Share
        (Title of Class) |  | NASDAQ Capital Market
        (Name of Each Exchange on Which Registered)
|----------------------------------------------------------------- |  | -------------------------------------------------------------------------



Securities registered pursuant to Section
12(g) of the Act:

None



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ̈
No x



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  ̈
No x



Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes x No  ̈



Indicate by check
mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).Yes x  No
 ̈



Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. ̈



Indicate by check mark whether the registrant
is a large accelerated filed, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of
“large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2
of the Exchange Act). (Check one):



|Large accelerated filer  ̈ | Accelerated filer  ̈        
|------------------------- | ---------------------------
|Non-accelerated filer  ̈   | Smaller reporting company x



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ̈
No x



The aggregate market value of voting common
stock held by non-affiliates of the registrant (assuming, for purposes of this calculation, without conceding, that all executive
officers and directors are “affiliates”) was $69,293,694 as of June 30, 2012, based on the closing sale price of such
stock as reported on the OTC Bulletin Board.



There were 25,820,738 shares of the registrant’s
common stock outstanding as of March 1, 2013.











EXPLANATORY NOTE



TG THERAPEUTICS, INC. (the “Company”)
is filing this amendment (the “Form 10-K/A”) to our Annual Report on Form 10-K for the fiscal year ended December 31,
2012 (the “Form 10-K”), filed with the U.S. Securities and Exchange Commission on March 21, 2013, solely to correct
an error in the exhibits. Exhibit 10.37 of the Form 10-K, which is the subject of a confidential treatment request, was not filed
in its entirety, and excluded certain exhibits. The license agreement is now being filed in full with this 10-K/A.



This Form 10-K/A should be read in conjunction
with the original Form 10-K, which continues to speak as of the date of the Form 10-K. Except as specifically noted above, this
Form 10-K/A does not modify or update disclosures in the original Form 10-K. Accordingly, this Form 10-K/A does not reflect events
occurring after the filing of the Form 10-K or modify or update any related or other disclosures.











SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



Date: June 10, 2013



| | TG THERAPEUTICS, INC.
| | ---------------------
| |                      
| | By:                  
| |                      
| |                      



POWER OF ATTORNEY



KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints each of Michael S. Weiss and Sean A. Power, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities,
to sign any or all amendments to this annual report on Form 10-K, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of his substitutes,
may lawfully do or cause to be done by virtue hereof.



Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, this Form 10-K has been signed by the following persons on behalf of the
Registrant on June 10, 2013, and in the capacities indicated:



|Signatures                  |  | Title                                                            
|--------------------------- |  | -----------------------------------------------------------------
|                            |  |                                                                  
|/s/ Michael S. Weiss*       |  | Executive Chairman, Interim Chief Executive Officer and President
|Michael S. Weiss            |  | (principal executive officer)                                    
|                            |  |                                                                  
|/s/ Sean A. Power           |  | Chief Financial Officer                                          
|Sean A. Power               |  | (principal financial and accounting officer)                     
|                            |  |                                                                  
|/s/ Laurence N. Charney*    |  | Director                                                         
|Laurence N. Charney         |  |                                                                  
|                            |  |                                                                  
|/s/ Yann Echelard*          |  | Director                                                         
|Yann Echelard               |  |                                                                  
|                            |  |                                                                  
|/s/ Neil Herskowitz*        |  | Director                                                         
|Neil Herskowitz             |  |                                                                  
|                            |  |                                                                  
|/s/ William J. Kennedy*     |  | Director                                                         
|William J. Kennedy          |  |                                                                  
|                            |  |                                                                  
|/s/ Mark Schoenebaum, M.D.* |  | Director                                                         
|Mark Schoenebaum, M.D.      |  |                                                                  



*/s/ Sean A. Power

Attorney in Fact



F-4







EXHIBIT INDEX





|Exhibit |  |                                                                                                              
|------- |  | -------------------------------------------------------------------------------------------------------------
|Number  |  | Exhibit Description                                                                                          
|        |  |                                                                                                              
|10.37   |  | Sublicense Agreement between TG Biologics, Inc. and Ildong Pharmaceutical Co. Ltd., dated November 13, 2012.*
|        |  |                                                                                                              
|31.1    |  | Certification of Principal Executive Officer.                                                                
|        |  |                                                                                                              
|31.2    |  | Certification of Principal Financial Officer.                                                                
|        |  |                                                                                                              
|32.1    |  | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.  
|        |  |                                                                                                              
|32.2    |  | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.  












| | * | Confidential treatment has been requested with respect to omitted portions of this exhibit.
| | - | -------------------------------------------------------------------------------------------