UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q/A

Amendment No. 1



xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended March
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 000-30929

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TG THERAPEUTICS, INC.

(Exact name of registrant as specified
in its charter)



|Delaware                                                           | 13-4087132                          
|------------------------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation
    or organization) | (I.R.S. Employer Identification No.)



787 Seventh Avenue

New York, New York 10019

(Address including zip code of principal
executive offices)



(212) 554-4484

(Registrant's telephone number, including
area code)



MANHATTAN PHARMACEUTICALS, INC.

(Former name, former address and former
fiscal year, if changed since last report)



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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).

x
Yes  ̈ No



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



|Large accelerated filer  ̈                                           | Accelerated filer  ̈        
|------------------------------------------------------------------- | ---------------------------
|                                                                    |                            
|Non-accelerated filer  ̈ (Do not check if smaller reporting company) | Smaller reporting company x



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

Yes  ̈
No x



There were 14,917,658 shares of the registrant’s
common stock, $0.001 par value, outstanding as of May 10, 2012.











EXPLANATORY NOTE



TG THERAPEUTICS, INC. (the
“Company”) is filing this amendment (the “Form 10-Q/A”) to our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2012 (the “Form 10-Q”), filed with the U.S. Securities and Exchange Commission on May 14,
2012, solely to correct an error to the exhibits. While the exhibit list of the Form 10-Q correctly included both the  TG
Therapeutics, Inc. Amended and Restated 2012 Incentive Plan, dated May 14, 2012, and Powers of Attorney for Laurence N.
Charney, William J. Kennedy and Mark Schoenebaum, these four exhibits were inadvertently omitted from the filing. They are
now being filed with the 10-Q/A.



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











ITEM
6. EXHIBITS



The exhibits
listed on the Exhibit Index are included with this report.



| | 10.1 | TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan, dated May 14,
    2012.                                                                                 
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                         
| | 24   | Powers of Attorney for Laurence N. Charney, William J. Kennedy and Mark Schoenebaum.                                                                                    
| |      |                                                                                                                                                                         
| | 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 15, 2012.
| |      |                                                                                                                                                                         
| | 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 15, 2012.
| |      |                                                                                                                                                                         
| | 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, datedMay 15, 2012.          
| |      |                                                                                                                                                                         
| | 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, datedMay 15, 2012.          











SIGNATURES



Pursuant to the requirements
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.



|                  | TG THERAPEUTICS, INC. |                                           
|----------------- | --------------------- | ------------------------------------------
|                  |                       |                                           
|Date:May 15, 2012 | By:                   | /s/ Sean A. Power                         
|                  |                       | Chief Financial Officer                   
|                  |                       | Principal Financial and Accounting Officer











EXHIBIT INDEX



The
following exhibits are included as part of this Amendment No. 1 to the Quarterly Report on Form 10-Q:



| | 10.1 | TG Therapeutics, Inc. Amended and Restated 2012 Incentive
    Plan, dated May 14, 2012.                                                                                 
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                         
| | 24   | Powers of Attorney for Laurence N. Charney, William J. Kennedy and Mark Schoenebaum.                                                                                    
| |      |                                                                                                                                                                         
| | 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 15, 2012.
| |      |                                                                                                                                                                         
| | 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated May 15, 2012.
| |      |                                                                                                                                                                         
| | 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, datedMay 15, 2012.          
| |      |                                                                                                                                                                         
| | 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, datedMay 15, 2012.