SC 13G/A 1 p24-3061sc13ga.htm TG THERAPEUTICS, INC

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

TG Therapeutics, Inc.
(Name of Issuer)

Common Stock, par value $0.001 per share
(Title of Class of Securities)

88322Q108
(CUSIP Number)

September 30, 2024
(Date of Event Which Requires Filing of This Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule 13d-1(b)
þ	Rule 13d-1(c)
¨	Rule 13d-1(d)

(Page 1 of 8 Pages)

______________________________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 88322Q108

13G/A

Page 2 of 8 Pages

1	NAME OF REPORTING PERSON Darwin Global Management, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Jersey
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER - 0 -
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON IA, OO

CUSIP No. 88322Q108

13G/A

Page 3 of 8 Pages

1	NAME OF REPORTING PERSON Dr. Abhishek Trehan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER - 0 -
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON IN

CUSIP No. 88322Q108

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Page 4 of 8 Pages

1	NAME OF REPORTING PERSON Darwin Global Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER - 0 -
	6	SHARED VOTING POWER - 0 -
	7	SOLE DISPOSITIVE POWER - 0 -
	8	SHARED DISPOSITIVE POWER - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES			¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON OO

CUSIP No. 88322Q108

13G/A

Page 5 of 8 Pages

Item 1(a).	NAME OF ISSUER

	The name of the issuer is TG Therapeutics, Inc. (the “Issuer”).

Item 1(b).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

	3020 Carrington Mill Blvd, Suite 475, Morrisville, North Carolina 27560.

Item 2(a).	NAME OF PERSON FILING

	This statement is filed by:

	(i) Darwin Global Management, Ltd., a limited company incorporated under the laws of Jersey (“Darwin Global”). The shares of Common Stock (as defined in Item 2(d) below) to which this filing relates were held directly by (a) Master Fund (as defined below), to which Darwin Global serves as investment manager and (b) a segregated account (the “Segregated Account”) for which Darwin Global serves as an appointed sub-investment advisor;
	(ii) Dr. Abhishek Trehan (“Dr. Trehan”), the Chief Investment Officer and the controlling person of Darwin Global, with respect to the shares of Common Stock that were held by each of Master Fund and the Segregated Account; and
	(iii) Darwin Global Master Fund Ltd. (“Master Fund”), a Cayman Islands exempted company, with respect to the shares of Common Stock that were held by it.
	The foregoing persons are hereinafter sometimes each referred to as a “Reporting Person” and collectively referred to as the “Reporting Persons.”

Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

	The address of the business office of each of the Reporting Persons is Whiteley Chambers, Don Street, St. Helier, Jersey JE2 4TR.

Item 2(c).	CITIZENSHIP

	Darwin Global is a Jersey limited company. Dr. Trehan is a British citizen. Master Fund is a Cayman Islands exempted company.

Item 2(d).	TITLE OF CLASS OF SECURITIES

	Common Stock, par value $0.001 per share (the "Common Stock").

Item 2(e).	CUSIP NUMBER

	88322Q108

CUSIP No. 88322Q108

13G/A

Page 6 of 8 Pages

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j)	¨	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
(k)	¨	Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: _________________________________________

Item 4.	OWNERSHIP

	The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page and is incorporated herein by reference.

Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

	If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ý

Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

	Not applicable.

CUSIP No. 88322Q108

13G/A

Page 7 of 8 Pages

Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

	Not applicable.

Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

	Not applicable.

Item 9.	NOTICE OF DISSOLUTION OF GROUP

	Not applicable.

Item 10.

CERTIFICATION

	Each Reporting Person hereby makes the following certification:

	By signing below, each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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Page 8 of 8 Pages

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: November 14, 2024

DARWIN GLOBAL MANAGEMENT, LTD.

/s/ John Legge
Name: John Legge
Title: Director and Chief Financial Officer


/s/ Dr. Abhishek Trehan
DR. ABHISHEK TREHAN


DARWIN GLOBAL Master fund, LTD.

By: DARWIN GLOBAL MANAGEMENT, LTD, its investment manager

/s/ John Legge
Name: John Legge
Title: Director and Chief Financial Officer

Amendment: SEC Form SC 13G/A filed by TG Therapeutics Inc.