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, we 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.

Our amended and restated certificate of incorporation authorizes the issuance of up to 190,000,000 shares of $0.001 par value common stock.

On September 2, 2022, we filed an automatic “shelf registration” statement on Form S-3 (the 2022 WKSI Shelf) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act, which registered an unlimited and indeterminate amount of debt or equity securities for future issuance and sale. The 2022 WKSI Shelf was declared effective in September 2022. In connection with the 2022 WKSI Shelf, we entered into an At-the-Market Issuance Sales Agreement (the 2022 ATM) with Cantor Fitzgerald & Co. and B. Riley Securities, Inc. (each a 2022 Agent and collectively, the 2022 Agents), relating to the sale of shares of our common stock. Under the 2022 ATM, we will pay the 2022 Agents a commission rate of up to 3.0% of the gross proceeds from the sale of any shares of common stock.

We had no activity on the 2022 ATM during the three months ended March 31, 2025 or 2024. The 2022 WKSI Shelf is currently our only active shelf registration statement. We may offer any combination of the securities registered under the 2022 WKSI Shelf 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 may need to file additional shelf registration statements in the future to provide us with the flexibility to raise additional capital to finance our operations as needed.

In August 2024, we announced that our Board of Directors (the Board) had authorized and approved a share repurchase program for up to $100 million of the currently outstanding shares of the Company’s common stock. Under the share repurchase program, we intend to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or other methods in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the Exchange Act). For the three months ended March 31, 2025, the Company repurchased 199,965 shares of common stock at a cost of $6.1 million. As of March 31, 2025, 567,598 shares of common stock are being held in Treasury, at a cost of approximately $15.1 million, representing the fair market value on the date the shares were surrendered to the Company, mainly as part of our share repurchase program.

The TG Therapeutics, Inc. Amended and Restated 2012 Incentive Plan (the 2012 Incentive Plan) was approved by stockholders in June 2020. As of March 31, 2025, 3,466,191 shares of restricted stock and 2,197,716 options were outstanding, and no additional shares were available to be issued under the 2012 Incentive Plan.

The TG Therapeutics, Inc. 2022 Incentive Plan (the 2022 Incentive Plan) was approved by stockholders in June 2022 with 17,000,000 shares available to be issued. As of March 31, 2025, 9,472,856 shares of restricted stock and 2,267,500 options were outstanding, and up to an additional 1,705,982 shares were available to be issued under the 2022 Incentive Plan. The 2022 Incentive Plan is currently the Company's only active incentive plan.

Stock-based compensation expense included in the condensed consolidated statements of operations was $15.0 million and $9.3 million for the three months ended March 31, 2025 and 2024, respectively. For each of the three months ended March 31, 2025 and 2024, stock-based compensation expense is net of $1.0 million of stock-based compensation expense that was capitalized into inventory.

The following table summarizes the activity for restricted stock for the three months ended March 31, 2025:

Total stock based compensation expense associated with restricted stock grants was $14.6 million and $8.5 million during the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025 there was approximately $75.1 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 3.3 years. This amount does not include, as of March 31, 2025, 1,185,000 shares of restricted stock outstanding which are milestone-based and vest upon certain corporate milestones, and 3,817,678 shares of restricted stock that vest based on market conditions. Milestone-based noncash compensation expense will be measured and recorded if and when a milestone becomes probable. Equity awards with market conditions are valued using advanced option-pricing models, such as a Monte Carlo simulation. The effect of a market condition is reflected in the award’s fair value on the grant date. Stock-based compensation expense for an award that has a market condition is recognized over the requisite service period derived from the award valuation on the grant date, even if the market condition is never satisfied. As of March 31, 2025, there was approximately $22.7 million of total unrecognized compensation expense related to unvested milestone-based restricted stock. As of March 31, 2025, there was approximately $49.7 million of total unrecognized compensation expense related to restricted stock with market conditions, which is expected to be recognized over a weighted-average period of 3.5 years.

The following table summarizes the activity for stock options for the three months ended March 31, 2025:

Total stock based compensation expense associated with stock options was approximately $0.4 million and $0.8 million during the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, there was approximately $1.5 million of total unrecognized compensation cost related to unvested time-based stock options, which is expected to be recognized over a weighted-average period of 1.3 years. As of March 31, 2025, the stock options outstanding include options granted to both employees and non-employees which are both time-based and milestone-based. Stock-based compensation for milestone-based options will be recorded if and when a milestone becomes probable.

The Company’s outstanding warrants as of March 31, 2025, are warrants issued to Hercules Capital, Inc. (Hercules) as part of the prior loan agreements to purchase 115,042 and 50,172 shares of our common stock with exercise prices of $17.95 and $14.70, respectively. Please see Note 7 for more information on our loan agreement with Hercules.