MacroGenics (NASDAQ: MGNX) nets $110.7M and gain in CDMO sale
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
MacroGenics, Inc. completed the sale of its GMP drug substance manufacturing and CDMO operations in Maryland to Bora Pharmaceuticals and Bora Biologics for $122.5 million in cash, subject to customary post-closing adjustments. Net cash proceeds recognized in the pro forma balance sheet are $110.7 million after working capital adjustments and estimated $8.0 million of transaction costs.
The purchaser assumed responsibility for the CDMO operations, including the Rockville manufacturing site and Frederick warehouse, and hired approximately 140 former MacroGenics employees. MacroGenics and Bora also entered into a supply agreement under which Bora will provide process development and drug substance production for MacroGenics’ pipeline.
On a pro forma basis for the year ended December 31, 2025, total revenue excluding the divested contract manufacturing business is $96.9 million, and net income is $46.3 million, compared with a historical net loss of $74.6 million. The pro forma gain on derecognition of the purchased assets is $109.7 million on January 1, 2025 and $106.1 million on March 31, 2026.
Positive
- Large cash inflow and gain on sale: The CDMO and GMP manufacturing sale delivers $122.5 million in gross proceeds and an estimated gain on derecognition of purchased assets of about $109.7 million, materially strengthening the pro forma balance sheet and equity position.
- Pro forma move from loss to income: For the year ended December 31, 2025, historical net loss of $74.6 million becomes pro forma net income of $46.3 million after removing the divested operations and recognizing the gain.
Negative
- Loss of manufacturing revenue stream: Contract manufacturing revenue of $52.6 million in the twelve months ended December 31, 2025 and $14.1 million in the three months ended March 31, 2026 is eliminated with the divestiture, reducing ongoing revenue from this business line.
- Contingent consideration viewed as remote: Up to $5.0 million of additional post-closing cash payments tied to future milestones is possible, but management currently considers achievement remote, so no benefit is recorded in the pro forma figures.
Insights
MacroGenics monetizes manufacturing assets, boosting cash and pro forma earnings.
MacroGenics has exited its GMP drug substance manufacturing and CDMO operations, receiving gross cash consideration of $122.5 million. Net cash proceeds of about $110.7 million are reflected after working capital adjustments and roughly $8.0 million of transaction costs, while Bora assumes the associated operating responsibilities.
The divested unit generated contract manufacturing revenue of $52.6 million in the twelve months ended December 31, 2025, which is removed in the pro forma results. However, eliminating associated costs and recognizing a gain on derecognition of the purchased assets ($109.7 million on a pro forma basis from January 1, 2025) turns a historical net loss of $74.6 million into pro forma net income of $46.3 million.
The company retains its research operations and secures manufacturing support through a supply agreement with Bora, while approximately 140 employees transfer to the purchaser. The filing also notes up to $5.0 million in contingent consideration tied to future manufacturing milestones and services, which management currently views as having a remote probability of achievement, so it is not reflected in the pro forma adjustments.
8-K Event Classification
3 items: 2.01, 7.01, 9.01
3 items
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Gross sale proceeds: $122.5 million
Net cash adjustment: $110.7 million
Gain on derecognition (Jan 1, 2025): $109.7 million
+5 more
8 metrics
Gross sale proceeds
$122.5 million
Cash consideration under Asset Purchase Agreement
Net cash adjustment
$110.7 million
Increase to cash and cash equivalents in pro forma balance sheet
Gain on derecognition (Jan 1, 2025)
$109.7 million
Pro forma gain on derecognition of purchased assets
Gain on derecognition (Mar 31, 2026)
$106.1 million
Adjustment to accumulated deficit from asset sale
Contract manufacturing revenue removed
$52.6 million
Twelve months ended December 31, 2025
Pro forma 2025 net income
$46.3 million
Versus historical net loss of $74.6 million
Q1 2026 pro forma net loss per share
$0.54
Basic and diluted net loss per common share
Potential contingent consideration
$5.0 million
Additional post-closing cash tied to milestones
Key Terms
CDMO Operations, good manufacturing practice (GMP), contingent consideration, pro forma financial information, +2 more
6 terms
CDMO Operations financial
"including its CDMO business (the “CDMO Operations”) conducted by the Company at its manufacturing facility"
good manufacturing practice (GMP) technical
"sale of MacroGenics’ good manufacturing practice (GMP) drug substance manufacturing operations to Bora"
Good Manufacturing Practice (GMP) is a set of government-enforced standards that ensure medicines, medical devices, and related products are produced consistently, safely, and with the quality claimed on the label. Think of it as a strict recipe and hygiene checklist for a factory that prevents contamination, errors, and product variations. Investors care because GMP compliance affects a company’s ability to sell products, avoid costly recalls or regulatory shutdowns, and maintain reliable revenue and reputation.
contingent consideration financial
"provides for up to $5 million of potential additional post-closing cash payments (the "Contingent Consideration")"
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
pro forma financial information financial
"The unaudited pro forma financial information (or “pro forma financial information”) presents the pro forma financial position"
Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.
transaction accounting adjustments financial
"We refer to pro forma balance sheet transaction accounting adjustments and pro forma income statement transaction accounting adjustments collectively as “transaction accounting adjustments.”"
ASC 205-20 financial
"Management has not yet completed its assessment of whether the Transaction qualifies as a discontinued operation under ASC 205-20."
A U.S. accounting standard that sets the rules for when a company must report a major part of its business as a "discontinued operation" and how to show the related results on financial statements. It matters to investors because labeling a business as discontinued separates past performance and any one-time gains or losses from ongoing operations, much like pulling a movie clip out of a long film so viewers can judge the remaining story more clearly, improving comparability and decision-making.
FAQ
What transaction did MacroGenics (MGNX) complete with Bora Pharmaceuticals?
MacroGenics completed the sale of its GMP drug substance manufacturing and CDMO operations in Maryland to Bora Pharmaceuticals and Bora Biologics. The deal transfers the Rockville manufacturing site, Frederick warehouse, and related assets and liabilities, while MacroGenics retains its research assets and operations.
How much cash did MacroGenics receive from selling its CDMO operations?
MacroGenics received gross cash proceeds of $122.5 million from the asset sale. Pro forma adjustments show net cash increasing by $110.7 million after working capital adjustments and approximately $8.0 million of estimated transaction costs associated with completing the transaction.
How does the CDMO sale affect MacroGenics’ pro forma earnings?
For the year ended December 31, 2025, historical net loss of $74.6 million becomes pro forma net income of $46.3 million. This change reflects removing contract manufacturing revenue and related costs and recognizing a gain on derecognition of the purchased assets from the sale.
What happens to MacroGenics’ manufacturing employees and facilities after the sale?
The Rockville manufacturing site and Frederick warehouse transfer to Bora, and approximately 140 former MacroGenics employees are hired by Bora. Bora assumes responsibility for clinical and commercial manufacturing operations that were previously run by MacroGenics at these locations.
Does MacroGenics retain manufacturing support for its pipeline after the transaction?
Yes. MacroGenics entered into a supply agreement with Bora under which Bora will support process development and drug substance production for MacroGenics’ internal pipeline. This arrangement provides ongoing manufacturing support even though the company no longer owns the facilities.
Is there any additional contingent consideration linked to the CDMO sale?
The asset purchase agreement includes up to $5.0 million of potential additional post-closing cash payments. These depend on achieving certain manufacturing milestones and professional development services in 2027 and 2028, but management currently considers the probability of achievement remote and records no related pro forma adjustment.
How did the sale impact MacroGenics’ pro forma revenue and expenses?
Pro forma results remove contract manufacturing revenue of $52.6 million for 2025 and $14.1 million for Q1 2026, along with related manufacturing costs. Research and development and general and administrative expenses are also reduced to reflect eliminated personnel, depreciation, and lease costs tied to the divested operations.
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): June 30, 2026
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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 | ||||||
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):
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 2.01 | Completion of Acquisition or Disposition of Assets. | ||||
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, 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), 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 $122.5 million, before transaction fees and expenses, which is subject to customary post-closing adjustments, and the Purchaser assumed responsibility for the CDMO Operations.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2026, and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosures. | ||||
On July 2, 2026, the Company issued a press release announcing the Closing. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits | ||||
| (b) Pro Forma Financial Information. | |||||
Filed herewith as Exhibit 99.2 are the unaudited pro forma consolidated balance sheet as of March 31, 2026, and the unaudited pro forma consolidated statements of operations for the year ended December 31, 2025 and the three months ended March 31, 2026, each giving effect to the disposition of the CDMO Operations.
(d) Exhibits. | |||||
| Exhibit Number | Description of Exhibit | ||||
99.1 | Press Release dated July 2, 2026 | ||||
99.2 | 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: July 7, 2026 | MACROGENICS, INC. | |||||||
By: | /s/ Jeffrey Peters Jeffrey Peters Senior Vice President, General Counsel and Corporate Secretary | |||||||
Exhibit 99.1
MacroGenics Completes Sale of GMP Manufacturing Operations to Bora Pharmaceuticals
ROCKVILLE, MD, July 02, 2026 (GLOBE NEWSWIRE) — MacroGenics, Inc. (NASDAQ: MGNX), a clinical-stage biopharmaceutical company focused on developing innovative antibody-based therapeutics for the treatment of cancer, and Bora Pharmaceuticals Co., Ltd. (TWSE: 6472; OTCQX: BORAY), a global leader in pharmaceutical manufacturing, today announced completion of the sale of MacroGenics’ good manufacturing practice (GMP) drug substance manufacturing operations to Bora.
Under the terms of the Asset Purchase Agreement, Bora paid MacroGenics $122.5 million, before transaction fees and expenses and subject to customary post-closing adjustments. Effective today, Bora has assumed responsibility for MacroGenics’ manufacturing operations supporting clinical and commercial production. As part of the transaction, MacroGenics’ manufacturing site in Rockville, Maryland, and warehouse in Frederick, Maryland, have transferred to Bora, and approximately 140 former MacroGenics employees have been hired by Bora. MacroGenics has also entered into a supply agreement with Bora, under which Bora will support process development and drug substance production for MacroGenics’ internal pipeline needs.
Moelis & Company LLC served as exclusive financial advisor, and Sidley Austin LLP and Covington & Burling served as legal counsel to MacroGenics in connection with this transaction.
Jones Day served as legal counsel to Bora in connection with this transaction.
About MacroGenics, Inc.
MacroGenics (the Company) is a biopharmaceutical company focused on developing innovative 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 Bora Pharmaceuticals
Founded in 2007, Bora Pharmaceuticals (“Bora” or “the Company”, 6472.TW and BORAY.OTCQX) is a leading pharmaceutical services company with a vision and goal of “Contributing to Better Health All Over the World”. Operating under a “Dual Engine” model that integrates CDMO and commercial expertise, Bora empowers pharmaceutical and biotech partners to optimize product development, accelerate launches, and scale supply to meet
global patient needs. At the same time, Bora actively broadens R&D and sales infrastructure, focusing on niche and rare disease markets to improve patients’ quality of life.
By investing in talent, infrastructure, and biologics expansion, Bora continues to transform operations and achieve sustainable growth. Committed to making success “certain,” Bora sets new standards in the pharmaceutical and CDMO industries.
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, anticipated cash runway 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 our ability to execute on our key strategic priorities for 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 candidates in ongoing clinical trials; our ability to provide manufacturing services to our customers; the uncertainties inherent in the initiation and enrollment of future clinical trials; the availability of financing to fund the internal development of our 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; our 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; risks related to the Company's post-closing manufacturing arrangements with Bora, including under the manufacturing and supply agreement and the transition services agreement; the possibility that the anticipated benefits of the sale of the Company’s CDMO operations (the “Transaction”), including that the additional post-closing cash payments may not be earned or received, in whole or in part; the costs and expenses associated with the Transaction; potential litigation relating to the Transaction; 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
Exhibit 99.2
MACROGENICS, INC.
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 $122.5 million, before transaction fees and expenses, which is subject to customary post-closing adjustments, and the Purchaser assumed responsibility for the CDMO Operations. 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 currently concluded that the probability of achievement of the Contingent Consideration is remote and therefore there is no accounting transaction adjustment reflected in the pro forma consolidated financial statements below. 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.
Management determined that the Purchased Assets met the held for sale criteria after March 31, 2026; accordingly, the related assets and liabilities are presented within the ordinary consolidated line items on the historical consolidated balance sheet and have been eliminated through the transaction accounting adjustments reflected in the pro forma consolidated balance sheet. Management has not yet completed its assessment of whether the Transaction qualifies as a discontinued operation under ASC 205-20.
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. 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 the pro forma balance sheet transaction accounting adjustments assuming those adjustments were made as of January 1, 2025 (“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 quarter ended March 31, 2026 filed with the SEC on May 13, 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 | $ | 110,686 | (a) | $ | 177,203 | |||||||||||||||||||||||||
| 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 | 87,824 | 270,347 | |||||||||||||||||||||||||||||
| Property, equipment and software, net | 11,493 | (9,482) | (b) | 2,011 | ||||||||||||||||||||||||||||
| Operating lease right-of-use assets | 22,481 | (19,594) | (b) | 2,887 | ||||||||||||||||||||||||||||
| Other non current assets | 1,376 | (1,178) | (b) | 198 | ||||||||||||||||||||||||||||
| Total assets | $ | 217,873 | $ | 57,570 | $ | 275,443 | ||||||||||||||||||||||||||
| Liabilities and stockholders' equity | ||||||||||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||||||||||
| Accounts payable | $ | 4,287 | $ | (1,965) | (b) | $ | 2,322 | |||||||||||||||||||||||||
| Accrued expenses and other current liabilities | 18,446 | (1,852) | (b) | 16,594 | ||||||||||||||||||||||||||||
| Deferred revenue | 67,993 | (11,503) | (b) | 56,490 | ||||||||||||||||||||||||||||
| Lease liabilities | 5,214 | (3,971) | (b) | 1,243 | ||||||||||||||||||||||||||||
| Total current liabilities | 95,940 | (19,291) | 76,649 | |||||||||||||||||||||||||||||
| Liability related to future royalties | 68,713 | 68,713 | ||||||||||||||||||||||||||||||
| Lease liabilities, net of current portion | 31,295 | (29,219) | (b) | 2,076 | ||||||||||||||||||||||||||||
| Other non current liabilities | 727 | 727 | ||||||||||||||||||||||||||||||
| Total liabilities | 196,675 | (48,510) | 148,165 | |||||||||||||||||||||||||||||
| 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) | 106,080 | (c) | (1,175,032) | ||||||||||||||||||||||||||||
| Total stockholders' equity | 21,198 | 106,080 | 127,278 | |||||||||||||||||||||||||||||
| Total liabilities and stockholders' equity | $ | 217,873 | $ | 57,570 | $ | 275,443 | ||||||||||||||||||||||||||
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 | (6,324) | (f) | 28,650 | |||||||||||||||||||||||||||||||
| General and administrative | 9,710 | (895) | (g) | 8,815 | |||||||||||||||||||||||||||||||
| Total costs and expenses | 54,214 | (16,749) | 37,465 | ||||||||||||||||||||||||||||||||
| Loss from operations | (33,439) | 2,695 | (30,744) | ||||||||||||||||||||||||||||||||
| Interest and other income | 1,554 | 1,554 | |||||||||||||||||||||||||||||||||
| Interest and other expense | (4,889) | (4,889) | |||||||||||||||||||||||||||||||||
| Net (loss) income | (36,774) | 2,695 | (34,079) | ||||||||||||||||||||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||||||||||||||||||
| Unrealized loss on investments | (59) | (59) | |||||||||||||||||||||||||||||||||
| Comprehensive loss | $ | (36,833) | $ | 2,695 | $ | (34,138) | |||||||||||||||||||||||||||||
| Basic and diluted net loss per common share | $ | (0.58) | $ | (0.54) | (j) | ||||||||||||||||||||||||||||||
| 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 | (23,447) | (f) | 123,725 | |||||||||||||||||||||||||||||||
| General and administrative | 39,160 | (4,442) | (g) | 34,718 | |||||||||||||||||||||||||||||||
| Total costs and expenses | 222,341 | (63,898) | 158,443 | ||||||||||||||||||||||||||||||||
| Loss from operations | (72,841) | 11,267 | (61,574) | ||||||||||||||||||||||||||||||||
| Interest and other income | 6,057 | 6,057 | |||||||||||||||||||||||||||||||||
| Interest and other expense | (8,508) | (8,508) | |||||||||||||||||||||||||||||||||
| Gain on derecognition of Purchased Assets | — | 109,656 | (h) | 109,656 | |||||||||||||||||||||||||||||||
| (Loss) income before income taxes | (75,292) | 120,923 | 45,631 | ||||||||||||||||||||||||||||||||
| Income tax expense (benefit) | (672) | (672) | |||||||||||||||||||||||||||||||||
| Net (loss) income | (74,620) | 120,923 | 46,303 | ||||||||||||||||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||||||||||||||
| Unrealized gain on investments | 28 | 28 | |||||||||||||||||||||||||||||||||
| Comprehensive (loss) income | $ | (74,592) | $ | 120,923 | $ | 46,331 | |||||||||||||||||||||||||||||
| Basic net (loss) income per common share | $ | (1.18) | $ | 0.73 | (j) | ||||||||||||||||||||||||||||||
| Diluted net (loss) income per common share | $ | (1.18) | $ | 0.73 | (j) | ||||||||||||||||||||||||||||||
| Basic weighted average common shares outstanding | 63,155,096 | 63,155,096 | |||||||||||||||||||||||||||||||||
| Diluted weighted average common shares outstanding | 63,155,096 | 56,172 | (i) | 63,211,268 | |||||||||||||||||||||||||||||||
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 based on preliminary estimates, which may change as additional information is obtained.
(a) Sale Proceeds: Represents the net adjustment of $110.7 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 $8.0 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 $70.0 million.
(c) Accumulated deficit: The cumulative adjustments resulted in an adjustment to accumulated deficit of $106.1 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 | $ | 110,686 | (a) | ||||||||
| Less: Carrying value of the Purchased Assets | (3,574) | (b) | |||||||||
| Less: Settlement of accrued transaction costs as of March 31, 2026 | (1,032) | ||||||||||
| Estimated gain on derecognition of Purchased Assets | $ | 106,080 | |||||||||
(d) Contract manufacturing revenue: Represents the elimination of revenue generated by the Purchased Assets.
(e) Cost of manufacturing services: Includes adjustments to remove costs associated with the revenue generated by the Purchased Assets.
(f) Research and development: Includes adjustments for the elimination of internal costs associated with Purchased Assets, including a reduction of personnel costs, depreciation expense, and a reduction of lease expense related to the assignment of the facility leases.
(g) General and administrative: Includes adjustments for the elimination of internal costs associated with Purchased Assets, including a reduction of personnel costs, depreciation expense, and a reduction of lease expense related to the assignment of the facility leases.
(h) Gain on derecognition of Purchased Assets: Represents the estimated gain recognized upon the derecognition of the Purchased Assets on January 1, 2025, which reflects the carrying value of the Purchased Assets as of that date. The estimated gain was computed as follows:
| (in thousands) | January 1, 2025 | ||||||||||
| Consideration recognized | |||||||||||
| Cash proceeds from sale | $ | 110,686 | (a) | ||||||||
| Less: Carrying value of the Purchased Assets | (1,030) | ||||||||||
| Estimated gain on derecognition of Purchased Assets | $ | 109,656 | |||||||||
(i) Diluted weighted average common shares outstanding: The number of shares used in calculating the pro forma diluted net income per common share has been adjusted to consider the dilutive impact of stock options and RSUs, which had previously been excluded from the per share calculations since they were anti-dilutive for the year ended December 31, 2025. For the year ended December 31, 2025, the pro forma diluted weighted average common shares have been calculated as follows:
| December 31, 2025 | |||||
| Historical diluted weighted average common shares outstanding | 63,155,096 | ||||
| Dilutive impact of stock options and RSUs | 56,172 | ||||
| Pro forma diluted weighted average common shares outstanding | 63,211,268 | ||||
(j) Basic and diluted net (loss) income per common share: The net (loss) income per common share (basic and diluted) has been calculated based on the pro forma weighted average common shares outstanding (basic and diluted). The pro forma diluted weighted average common shares outstanding for the year ended December 31, 2025 includes an adjustment to reflect the dilutive impact of stock options and RSUs, which are no longer anti-dilutive for the period. For the three months ended March 31, 2026 and for the year ended December 31, 2025, pro forma net (loss) income per common share has been calculated as follows:
| March 31, 2026 | |||||
| (in thousands, except share and per share data) | Basic and Diluted | ||||
| Pro forma net loss | $ | (34,079) | |||
| Pro forma weighted average common shares outstanding | 63,449,780 | ||||
| Pro forma net loss per common share | $ | (0.54) | |||
| December 31, 2025 | December 31, 2025 | ||||||||||
| (in thousands, except share and per share data) | Basic | Diluted | |||||||||
| Pro forma net income | $ | 46,303 | $ | 46,303 | |||||||
| Pro forma weighted average common shares outstanding | 63,155,096 | 63,211,268 | |||||||||
| Pro forma net income per common share | $ | 0.73 | $ | 0.73 | |||||||