Form 8-K
8-K — MACROGENICS INC
Accession: 0001125345-26-000032
Filed: 2026-05-04
Period: 2026-05-01
CIK: 0001125345
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Entry into a Material Definitive Agreement
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — mgnx-20260501.htm (Primary)
EX-99.1 (exhibit991_sagardrpa.htm)
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8-K
8-K (Primary)
Filename: mgnx-20260501.htm · Sequence: 1
mgnx-20260501
0001125345FALSE00011253452026-05-012026-05-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 1, 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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On May 1, 2026, MacroGenics, Inc. (the “Company”) and an entity affiliated with Sagard Healthcare Partners (“Sagard”) entered into a First Amendment (the “First Amendment”) to the Purchase and Sale Agreement, dated as of June 9, 2025 (the “Royalty Purchase Agreement”), pursuant to which the Company previously sold to Sagard its right to receive royalties on global net sales of ZYNYZ (retifanlimab-dlwr) under the Company’s Global Collaboration and License Agreement dated as of October 24, 2017, as amended (the “License Agreement”), with Incyte Corporation. Under the terms of the First Amendment, the Company received an additional cash payment of $60.0 million from Sagard, bringing the aggregate purchase price under the Royalty Purchase Agreement to $130.0 million (the “Aggregate Purchase Price”). In exchange, the parties revised the capped royalty interest payable to Sagard on future global net sales of ZYNYZ, such that all royalty rights under the License Agreement will revert back to the Company once Sagard has received aggregate royalty payments of either 1.70x of the Aggregate Purchase Price by September 30, 2032, or 2.0x of the Aggregate Purchase Price at any time thereafter. In addition, pursuant to the First Amendment, the Company is eligible to receive an additional one-time milestone payment of up to $20.0 million, contingent upon ZYNYZ achieving specified calendar year 2026 net sales thresholds under the License Agreement. Any such milestone payment received by the Company will be added to the Aggregate Purchase Price for purposes of calculating the royalty payment cap. The Company continues to retain its other economic interests related to ZYNYZ, including future potential development, regulatory and commercial milestones.
The First Amendment contains customary representations, warranties, covenants, and indemnification provisions.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which the Company intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
Item 8.01 Other Information
On May 4, 2026, the Company issued a press release announcing entry into the amended Royalty Purchase Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report.
Forward-Looking Statements
This filing contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, the timing and potential amount of royalty payments under the Royalty Purchase Agreement and benefits expected from the Royalty Purchase Agreement. Statements including words such as “anticipate,” “may,” “will,” “to be,” or “expect” and statements in the future tense are forward-looking statements. These forward-looking statements involve risks and uncertainties, as well as assumptions, which, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties that may cause the company’s actual activities or results to differ significantly from those expressed in any forward-looking statement, including with respect to the future global net sales of ZYNYZ, the Company’s ability to achieve the milestone payments set forth under the terms of the Royalty Purchase Agreement and the First Amendment, our ability to fund our operations and access capital and risks and uncertainties described under the heading “Risk Factors” in documents the Company files from time to time with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this report, and the company undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description of Exhibit
99.1
Press Release dated May 4, 2026
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: May 4, 2026
MACROGENICS, INC.
By: /s/ Jeffrey Peters
Jeffrey Peters
Senior Vice President and General Counsel
EX-99.1
EX-99.1
Filename: exhibit991_sagardrpa.htm · Sequence: 2
Document
Exhibit 99.1
MacroGenics and Sagard Healthcare Partners Enter into Expanded ZYNYZ® Royalty Purchase Agreement
•MacroGenics receives $60 million cash payment from Sagard Healthcare Partners (Sagard), with the potential to receive an additional near-term sales-based milestone of up to $20 million
ROCKVILLE, MD, May 4, 2026 (GLOBE NEWSWIRE) -- MacroGenics, Inc. (Nasdaq: MGNX), a clinical-stage biopharmaceutical company focused on developing innovative antibody-based therapeutics for the treatment of cancer, today announced that it entered into an expanded royalty purchase agreement with Sagard in exchange for a capped royalty interest on future global net sales of ZYNYZ® (retifanlimab-dlwr). MacroGenics and Sagard entered into the initial ZYNYZ royalty purchase agreement in June 2025.
ZYNYZ is a PD-1 inhibitor originally developed by MacroGenics and licensed to Incyte Corporation pursuant to an exclusive global collaboration and license agreement in October 2017. MacroGenics retains its other economic interests related to ZYNYZ, including future potential development, regulatory and commercial milestones.
Under the terms of the amended royalty purchase agreement, MacroGenics receives a $60 million upfront payment from Sagard and is eligible to receive an additional 2026 sales-based milestone of up to $20 million for the sale of its royalty rights on global net sales of ZYNYZ. All royalty rights will revert back to MacroGenics once Sagard has received total payments of either 1.7x its investment by September 30, 2032, or 2.0x its investment at any time thereafter.
Additional information regarding the expanded royalty purchase agreement is provided in a Current Report on Form 8-K filed by MacroGenics with the U.S. Securities and Exchange Commission.
About ZYNYZ
Zynyz® (retifanlimab) is a humanized monoclonal antibody targeting programmed death receptor-1 (PD-1), indicated in combination with carboplatin and paclitaxel (platinum-based chemotherapy) for the first-line treatment of adult patients with inoperable locally recurrent or metastatic squamous cell carcinoma of the anal canal (SCAC) in the U.S, Europe and Japan and as a single agent for the treatment of adult patients with locally recurrent or metastatic SCAC with disease progression or intolerance to platinum-based chemotherapy in the U.S.
Zynyz is also indicated as monotherapy for the first-line treatment of adult patients with metastatic or recurrent locally advanced Merkel cell carcinoma (MCC) in the U.S., EU, Canada and Switzerland.
Exhibit 99.1
Zynyz is marketed by Incyte in the U.S.
Zynyz is a registered trademark of Incyte.
About MacroGenics, Inc.
MacroGenics (the Company) is a biopharmaceutical company focused on developing innovative monoclonal antibody-based therapeutics for the treatment of cancer. The Company generates its pipeline of product candidates primarily from its proprietary suite of next-generation antibody-based technology platforms, which have applicability across broad therapeutic domains. The combination of MacroGenics' technology platforms and protein engineering expertise has allowed the Company to generate promising product candidates and enter into several strategic collaborations with global pharmaceutical and biotechnology companies. For more information, please see the Company's website at www.macrogenics.com. MacroGenics and the MacroGenics logo are trademarks or registered trademarks of MacroGenics, Inc.
About Sagard
Sagard is a global multi-strategy alternative asset management firm with over $45 billion USD1 in assets under management, 190+ portfolio companies, and 540 professionals.
Sagard invests in venture capital, private equity, private credit, and real estate. The firm delivers flexible capital, an entrepreneurial culture, and a global network of investors, commercial partners, advisors, and value creation experts. The firm has offices in Canada, the United States, Europe, Asia and the Middle East.
For more information, visit www.sagard.com or follow Sagard on LinkedIn.
Cautionary Note on Forward-Looking Statements
Any statements in this press release about future expectations, plans and prospects for MacroGenics (“Company”), including statements about the Company’s strategy, future operations, clinical development of and regulatory plans for the Company’s therapeutic candidates, expected timing of the release of clinical updates and safety and efficacy data for the Company’s ongoing clinical trials and other statements containing the words “subject to”, "believe", “anticipate”, “plan”, “expect”, “intend”, “estimate”, “potential,” “project”, “may”, “will”, “should”, “would”, “could”, “can”, the negatives thereof, variations thereon and similar expressions, or by discussions of strategy, including MacroGenics’ ability to execute on the Company’s key strategic priorities for 2025 and 2026, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: risks that TZIELD, lorigerlimab, ZYNYZ, or any other product candidate’s revenue, expenses and costs may not be as expected, risks relating to TZIELD, lorigerlimab, ZYNYZ, or any other product candidate’s market acceptance, competition, reimbursement and regulatory actions; future data updates, including timing and results of efficacy and safety data with respect to product
1 As of December 31, 2025. Pro-forma for the Unigestion transaction which closed in April 2026.
Exhibit 99.1
candidates in ongoing clinical trials; the Company’s ability to provide manufacturing services to its customers; the uncertainties inherent in the initiation and enrollment of future clinical trials; the availability of financing to fund the internal development of its product candidates; expectations of expanding ongoing clinical trials; expectations for the timing and steps required in the regulatory review process; expectations for regulatory approvals; expectations of future milestone payments; the impact of competitive products; the Company’s ability to enter into agreements with strategic partners and other matters that could affect the availability or commercial potential of the Company's product candidates; business, economic or political disruptions due to catastrophes or other events, including natural disasters, terrorist attacks, civil unrest and actual or threatened armed conflict, or public health crises; costs of litigation and the failure to successfully defend lawsuits and other claims against us; and other risks described in the Company's filings with the Securities and Exchange Commission. In addition, the forward-looking statements included in this press release represent the Company's views only as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company's views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, except as may be required by law. These forward-looking statements should not be relied upon as representing the Company's views as of any date subsequent to the date hereof.
CONTACTS
Jim Karrels, Senior Vice President, CFO
1-301-251-5172
info@macrogenics.com
Argot Partners
1-212-600-1902
macrogenics@argotpartners.com
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