TG Therapeutics Inc (TGTX)

[Ecomike]

So who the hell is TG Theraputics, and who is try to buy who here, and why?

Who is on first, LOL?

http://ir.manhattanpharma.com/secfiling.cfm?filingid=1144204-11-67200

Item 1.01. Entry Into A Material Definitive Agreement.

On November 23, 2011, Manhattan Pharmaceuticals, Inc. ("Manhattan") entered into a Letter of Intent ("LOI") with Opus Point Partners ("Opus") and TG Therapeutics, Inc. (“TG Therapeutics”) pursuant to which Opus will exchange (the "Exchange Transaction") its shares in TG Therapeutics for shares of preferred stock in Manhattan ("Manhattan Preferred Stock"). Certain licensors of TG will also be entitled, at their option, to exchange their shares in TG Therapeutics for Manhattan Preferred Stock on the same basis as Opus. The Exchange Transaction becomes effective on the date on which the last condition to the Exchange Transaction has been satisfied, or such other date as may be mutually agreed by the Manhattan and TG Therapeutics (the "Closing Date").

The LOI also sets forth that Opus will allow Manhattan, subject to certain conditions, to draw down on a line of credit of up to $120,000 to continue its current day-to-day operations, through February 15, 2012. The borrowings under the line of credit will be convertible at the option of Opus and is subject to a mandatory conversion feature as well under certain conditions..

The LOI contains a provision under which Manhattan has agreed to deal exclusively with TG Therapeutics with regard to any merger, sale of assets or sale of capital stock. Any breach of that provision will give TG Therapeutics the right to demand payment of all of their out-of-pocket costs, and further, should Manhattan enter into a similar transaction within twelve months, a further penalty of $1 million shall be payable to TG Therapeutics.

Finally, the transactions are contingent upon the accomplishment of customary closing conditions which Manhattan can give no assurance will be completed.