Form 8-K/A

8-K/A — MACROGENICS INC

Accession: 0001125345-26-000059

Filed: 2026-09-03

Period: 2026-09-03

CIK: 0001125345

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Financial Statements and Exhibits

Documents

8-K/A — mgnx-20260903.htm (Primary)

EX-99.1 (exhibit99-1proformaamendme.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: mgnx-20260903.htm · Sequence: 1

mgnx-20260903

0001125345FALSE00011253452026-06-302026-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K/A

CURRENT REPORT

(Amendment No. 1)

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 3, 2026

MACROGENICS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-36112

06-1591613

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

9704 Medical Center Drive

Rockville, Maryland 20850

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (301) 251-5172

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

MGNX

Nasdaq Global Select Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

MacroGenics, Inc. (the "Company") is filing this Amendment No. 1 on Form 8-K/A (this "Form 8-K/A") to amend and restate the unaudited pro forma consolidated financial information previously included as Exhibit 99.2 to the Current Report on Form 8-K filed by the Company on July 7, 2026 (the "Original 8-K"). The Original 8-K was filed in connection with the completion of the sale of certain assets and liabilities related to the Company’s contract development and manufacturing operations (the "CDMO Operations") to Bora Pharmaceuticals Co., Ltd. and Bora Biologics USA, LLC, effective as of June 30, 2026.

Subsequent to the filing of the Original 8-K, the Company determined that the disposition of the CDMO Operations constituted a discontinued operation under Accounting Standards Codification 205-20, Presentation of Financial Statements — Discontinued Operations, as the disposal represented a strategic shift that has, or will have, a major effect on the Company’s operations and financial results. As a result, the unaudited pro forma consolidated financial information of the Company included as Exhibit 99.2 to the Original 8-K did not reflect the treatment of the CDMO Operations as a discontinued operation and is being amended and restated hereby. Exhibit 99.1 filed herewith reflects the amended and restated unaudited pro forma consolidated balance sheet of the Company as of March 31, 2026, and the amended and restated unaudited pro forma consolidated statements of operations of the Company for the three months ended March 31, 2026, and the years ended December 31, 2025, 2024 and 2023, in each case giving effect to the disposition of the CDMO Operations as a discontinued operation and reflecting changes in estimates and assumptions from those previously made at the time the Original 8-K was filed.

Except as described herein, no other changes have been made to the Original 8-K. This Form 8-K/A does not modify or update disclosures in the Original 8-K, except as expressly set forth herein. Information in the Original 8-K is supplemented by the information contained in this Form 8-K/A. This Form 8-K/A should be read in conjunction with the Original 8-K and the Company’s other filings with the Securities and Exchange Commission.

Item 9.01

Financial Statements and Exhibits

(b) Pro Forma Financial Information.

Filed herewith as Exhibit 99.1 are the amended and restated unaudited pro forma consolidated balance sheet of the Company as of March 31, 2026, and the amended and restated unaudited pro forma consolidated statements of operations of the Company for the three months ended March 31, 2026, and the years ended December 31, 2025, 2024 and 2023, each giving effect to the disposition of the CDMO Operations as a discontinued operation and reflecting changes in estimates and assumptions from those previously made at the time the Original 8-K was filed.

(d) Exhibits.

Exhibit Number Description of Exhibit

99.1

Unaudited Consolidated Pro Forma Financial Information

104 Cover Page Interactive Data (embedded within the Inline XBRL document)

SIGNATURE

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 hereunto duly authorized.

Date: September 3, 2026

MACROGENICS, INC.

By:

/s/ Jeffrey Peters

Jeffrey Peters

Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Filename: exhibit99-1proformaamendme.htm · Sequence: 2

Document

Exhibit 99.1

MACROGENICS, INC.

AMENDED AND RESTATED

UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION

Effective as of June 30, 2026, MacroGenics, Inc. (the “Company”) completed the previously announced sale (the “Closing”) of certain assets and liabilities related to its GMP manufacturing operations (the "Purchased Assets"), including its CDMO business (the “CDMO Operations”) conducted by the Company at its manufacturing facility located at 9704 Medical Center Drive, Rockville, Maryland and related warehouse operations located at 4735 Arcadia Drive, Frederick, Maryland (excluding all research and related assets and operations of the Company) (the “Transaction”), to Bora Pharmaceuticals Co., Ltd., a company organized under the laws of Taiwan (“Bora”), and Bora Biologics USA, LLC, a Delaware limited liability company (collectively, the “Purchaser”).

The Transaction was conducted pursuant to the Asset Purchase Agreement, dated as of May 11, 2026 (the “Purchase Agreement”) by and between the Company and the Purchaser, and under the terms of the Purchase Agreement, at Closing the Purchaser paid the Company $119.6 million net of customary post-closing adjustments for working capital and indebtedness, and the Purchaser assumed responsibility for the CDMO Operations. The Company incurred approximately $8.8 million of incremental transaction costs directly related to the sale. Additionally, the Purchase Agreement provides for up to $5 million of potential additional post-closing cash payments (the "Contingent Consideration") to the Company upon achievement of certain manufacturing milestones by the CDMO Operations and professional development program services to be performed by the CDMO Operations in 2027 and 2028. The Company has assessed the likelihood of achievement of the Contingent Consideration as remote and therefore there is no accounting transaction adjustment reflected in the pro forma consolidated financial statements below. Any additional consideration will be recognized within discontinued operations in the period the related milestones are achieved. Changes in the estimated fair value of the contingent consideration, if any, will be recognized in earnings in subsequent periods.

The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Purchaser, indemnification obligations of the parties and certain other obligations of the parties. The closing of the Transaction was subject to customary conditions.

The Company determined that the disposal of the Purchased Assets represented a strategic shift that had a major effect on the Company's operations and financial results, reflecting the Company's exit from its contract manufacturing line of business and its decision to focus its resources on its pre-clinical and clinical-stage research and development pipeline. Accordingly, the results of the CDMO Operations are reported as discontinued operations. Amounts historically presented as shared or corporate costs that are expected to continue subsequent to the disposal have not been allocated to discontinued operations and remain in continuing operations. The related assets and liabilities are classified as assets and liabilities of discontinued operations on the Company's historical consolidated balance sheet and have been eliminated through the transaction accounting adjustments reflected in the pro forma consolidated balance sheet.

The unaudited pro forma financial information (or “pro forma financial information”) presents the pro forma financial position and results of operations after giving effect to the Transaction and the related discontinued operations presentation. Specifically, the unaudited pro forma consolidated balance sheet reflects adjustments that depict the accounting for the Transaction required by U.S. GAAP (“pro forma balance sheet transaction accounting adjustments”) as of March 31, 2026 while the unaudited pro forma consolidated statements of operations reflect adjustments that depict the effects of reclassifying the CDMO Operations to discontinued operations and removing the related revenue and cost of manufacturing services from continuing operations, assuming those adjustments were made as of January 1, 2023 (“pro forma income statement transaction accounting adjustments”). We refer to pro forma balance sheet transaction accounting adjustments and pro forma income statement transaction accounting adjustments collectively as “transaction accounting adjustments.” The transaction accounting adjustments are described in the accompanying notes.

The pro forma financial information is prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”. The pro forma financial information is based upon available information and assumptions that management considers to be reasonable, and such assumptions have been made solely for purposes of developing such pro forma financial information for illustrative purposes in compliance with the disclosure requirements of the SEC. The pro forma financial information is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Transaction occurred on the dates indicated. In

addition, these pro forma financial statements should not be considered to be indicative of the future financial performance and results of operations of the Company.

The pro forma financial information should be read in conjunction with the historical financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 9, 2026 and the Company’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2026, filed with the SEC on May 13, 2026, and June 30, 2026, filed with the SEC on August 14, 2026.

MACROGENICS, INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

As of March 31, 2026

(Amounts in thousands, except share and per share data)

Historical Accounting Transaction Adjustments Pro Forma

Assets

Current assets:

Cash and cash equivalents $ 66,517 $ 110,807 (a) $ 177,324

Marketable securities 87,712 87,712

Accounts receivable 10,425 (10,175) (b) 250

Inventory, net 9,498 (9,498) (b) —

Prepaid expenses and other current assets 8,371 (3,189) (b) 5,182

Total current assets 182,523 87,945 270,468

Property, equipment and software, net 11,493 (9,482) (b) 2,011

Operating lease right-of-use assets 22,481 (1,068) (b) 21,413

Other non current assets 1,376 (1,178) (b) 198

Total assets $ 217,873 $ 76,217 $ 294,090

Liabilities and stockholders' equity

Current liabilities:

Accounts payable $ 4,287 $ (1,688) (b) $ 2,599

Accrued expenses and other current liabilities 18,446 (1,097) (b) 17,349

Deferred revenue 67,993 (11,503) (b) 56,490

Lease liabilities 5,214 (274) (b) 4,940

Total current liabilities 95,940 (14,562) 81,378

Liability related to future royalties 68,713 68,713

Lease liabilities, net of current portion 31,295 (934) (b) 30,361

Other non current liabilities 727 727

Total liabilities 196,675 (15,496) 181,179

Stockholders' equity:

Common stock, $0.01 par value -- 125,000,000 shares authorized, 63,560,068 shares outstanding at March 31, 2026

636 636

Additional paid-in capital 1,301,701 1,301,701

Accumulated other comprehensive loss (27) (27)

Accumulated deficit (1,281,112) 91,713 (c) (1,189,399)

Total stockholders' equity 21,198 91,713 112,911

Total liabilities and stockholders' equity $ 217,873 $ 76,217 $ 294,090

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

MACROGENICS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended March 31, 2026

(Amounts in thousands, except share and per share data)

Historical Accounting Transaction Adjustments Pro Forma

Revenues:

Collaborative and other agreements $ 570 $ 570

Contract manufacturing 14,054 (14,054) (d) —

Royalty revenue 6,151 6,151

Total revenues 20,775 (14,054) 6,721

Costs and expenses:

Cost of manufacturing services 9,530 (9,530) (e) —

Research and development 34,974 34,974

General and administrative 9,710 9,710

Total costs and expenses 54,214 (9,530) 44,684

Loss from operations (33,439) (4,524) (37,963)

Interest and other income 1,554 1,554

Interest and other expense (4,889) (4,889)

Net loss from continuing operations (36,774) (4,524) (41,298)

Other comprehensive loss:

Unrealized loss on investments (59) (59)

Comprehensive loss $ (36,833) $ (4,524) $ (41,357)

Basic and diluted net loss from continuing operations per common share $ (0.58) $ (0.65)

Basic and diluted weighted average common shares outstanding 63,449,780 63,449,780

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

MACROGENICS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

Twelve Months Ended December 31, 2025

(Amounts in thousands, except share and per share data)

Historical Accounting Transaction Adjustments Pro Forma

Revenues:

Collaborative and other agreements $ 87,183 $ 87,183

Contract manufacturing 52,631 (52,631) (d) —

Royalty revenue 9,686 9,686

Total revenues 149,500 (52,631) 96,869

Costs and expenses:

Cost of manufacturing services 36,009 (36,009) (e) —

Research and development 147,172 147,172

General and administrative 39,160 39,160

Total costs and expenses 222,341 (36,009) 186,332

Loss from operations (72,841) (16,622) (89,463)

Interest and other income 6,057 6,057

Interest and other expense (8,508) (8,508)

Loss before income taxes (75,292) (16,622) (91,914)

Income tax expense (benefit) (672) (672)

Net loss from continuing operations (74,620) (16,622) (91,242)

Other comprehensive loss:

Unrealized gain on investments 28 28

Comprehensive loss $ (74,592) $ (16,622) $ (91,214)

Basic and diluted net loss from continuing operations per common share $ (1.18) $ (1.44)

Basic and diluted weighted average common shares outstanding 63,155,096 63,155,096

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

MACROGENICS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

Twelve Months Ended December 31, 2024

(Amounts in thousands, except share and per share data)

Historical Accounting Transaction Adjustments Pro Forma

Revenues:

Collaborative and other agreements $ 119,918 $ 119,918

Product sales, net 16,426 16,426

Contract manufacturing 13,057 (13,057) (d) —

Government agreements 561 561

Total revenues 149,962 (13,057) 136,905

Costs and expenses:

Cost of product sales 847 847

Cost of manufacturing services 11,452 (11,452) (e) —

Research and development 177,194 177,194

Selling, general and administrative 71,047 71,047

Total costs and expenses 260,540 (11,452) 249,088

Loss from operations (110,578) (1,605) (112,183)

Gain on sale of MARGENZA 36,250 36,250

Interest and other income 9,421 9,421

Interest and other expense (1,115) (1,115)

Loss before income taxes (66,022) (1,605) (67,627)

Income tax provision 944 944

Net loss from continuing operations (66,966) (1,605) (68,571)

Other comprehensive loss:

Unrealized gain on investments 10 10

Comprehensive loss $ (66,956) $ (1,605) $ (68,561)

Basic and diluted net loss from continuing operations per common share $ (1.07) $ (1.10)

Basic and diluted weighted average common shares outstanding 62,621,185 62,621,185

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

MACROGENICS, INC.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

Twelve Months Ended December 31, 2023

(Amounts in thousands, except share and per share data)

Historical Accounting Transaction Adjustments Pro Forma

Revenues:

Collaborative and other agreements $ 30,546 $ 30,546

Product sales, net 17,939 17,939

Contract manufacturing 9,833 (9,833) (d) —

Government agreements 431 431

Total revenues 58,749 (9,833) 48,916

Costs and expenses:

Cost of product sales 619 619

Cost of manufacturing services 7,603 (7,603) (e) —

Research and development 166,583 166,583

Selling, general and administrative 52,188 52,188

Total costs and expenses 226,993 (7,603) 219,390

Loss from operations (168,244) (2,230) (170,474)

Gain on royalty monetization arrangement 150,930 150,930

Interest and other income 9,686 9,686

Interest and other expense (1,430) (1,430)

Net loss from continuing operations (9,058) (2,230) (11,288)

Other comprehensive loss:

Unrealized loss on investments (1) (1)

Comprehensive loss $ (9,059) $ (2,230) $ (11,289)

Basic and diluted net loss from continuing operations per common share $ (0.15) $ (0.18)

Basic and diluted weighted average common shares outstanding 61,929,198 61,929,198

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

MACROGENICS, INC.

NOTES TO UNAUDITED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION

(Amounts in thousands, except share and per share data)

(unaudited)

The following is a description of the transaction accounting adjustments reflected in the unaudited pro forma consolidated financial statements which are consistent with the discontinued operations presentation reflected in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026..

(a) Sale Proceeds: Represents the net adjustment of $110.8 million to cash resulting from the sale of the Purchased Assets, which includes gross proceeds of $122.5 million less (i) estimated customary working capital adjustments and (ii) approximately $8.8 million of estimated transaction costs.

(b) Derecognition of the Purchased Assets: Represents the derecognition of assets and liabilities related to the sale of the Purchased Assets. The derecognition of property, equipment and software is net of accumulated depreciation of approximately $70.0 million.

(c) Accumulated deficit: The cumulative adjustments resulted in an adjustment to accumulated deficit of $91.7 million related to the gain recognized upon the derecognition of the Purchased Assets on March 31, 2026. The estimated gain was computed as follows:

(in thousands) March 31, 2026

Consideration recognized

Cash proceeds from sale $ 110,807 (a)

Less: Carrying value of the Purchased Assets (19,094) (b)

Estimated gain on derecognition of Purchased Assets $ 91,713

(d) Contract manufacturing revenue: Represents the elimination of revenue generated by the Purchased Assets.

(e) Cost of manufacturing services: Represents the elimination of costs associated with the revenue generated by the Purchased Assets.

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Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration