MacroGenics (Nasdaq: MGNX) secures $60M in expanded ZYNYZ royalty deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
MacroGenics, Inc. entered into a first amendment to its ZYNYZ royalty purchase agreement with Sagard Healthcare Partners, providing an additional $60.0 million in cash and bringing the aggregate purchase price to $130.0 million.
In exchange, Sagard’s capped royalty interest on future global net sales of ZYNYZ was revised so that all royalty rights under the Incyte license will revert to MacroGenics once Sagard has received either 1.70x the $130.0 million aggregate purchase price by September 30, 2032, or 2.0x that amount thereafter. MacroGenics is also eligible for a one-time 2026 sales-based milestone payment of up to $20.0 million, which would increase the aggregate purchase price used for the cap. The company retains other economic interests in ZYNYZ, including potential development, regulatory and commercial milestones.
Positive
- None.
Negative
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Insights
MacroGenics trades a larger share of near-term ZYNYZ royalties for $60M cash plus milestone potential.
MacroGenics has expanded its royalty purchase agreement with Sagard, receiving a $60.0 million cash payment and increasing total consideration to $130.0 million. In return, Sagard holds a capped royalty interest in future global net sales of ZYNYZ, a PD-1 inhibitor licensed to Incyte.
The cap is structured so that royalty rights revert to MacroGenics after Sagard has received either 1.70x the aggregate purchase price by September 30, 2032 or 2.0x thereafter. MacroGenics may also receive a 2026 sales-based milestone of up to $20.0 million, which would raise the base used to calculate that cap.
This arrangement provides immediate non-dilutive capital while preserving upside beyond the capped multiple and maintaining other ZYNYZ economics, such as development, regulatory and commercial milestones. Actual value will depend on ZYNYZ net sales performance and whether 2026 sales reach the milestone threshold.
8-K Event Classification
3 items: 1.01, 8.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Additional cash payment: $60.0 million
Aggregate purchase price: $130.0 million
Potential milestone payment: Up to $20.0 million
+3 more
6 metrics
Additional cash payment
$60.0 million
Paid by Sagard under First Amendment to royalty purchase agreement
Aggregate purchase price
$130.0 million
Total consideration under ZYNYZ royalty purchase agreement after amendment
Potential milestone payment
Up to $20.0 million
One-time 2026 sales-based milestone tied to ZYNYZ net sales
Royalty cap 1
1.70x Aggregate Purchase Price
Cap if achieved by September 30, 2032, before royalties revert
Royalty cap 2
2.0x Aggregate Purchase Price
Alternate cap if achieved any time after September 30, 2032
Sagard AUM
Over $45 billion USD
Assets under management as of December 31, 2025, pro forma
Key Terms
Royalty Purchase Agreement, capped royalty interest, Aggregate Purchase Price, sales-based milestone, +1 more
5 terms
Royalty Purchase Agreement financial
"entered into a First Amendment to the Purchase and Sale Agreement ... (the “Royalty Purchase Agreement”)"
A royalty purchase agreement is a contract where an investor pays a company a lump sum in exchange for the right to receive a portion of future revenue or sales tied to a specific product, patent, or asset. It matters to investors because it turns uncertain future income into a tradable cash stream—similar to buying the right to collect rent from a property—affecting a company’s cash position, risk profile and long‑term earnings potential.
capped royalty interest financial
"in exchange for a capped royalty interest on future global net sales of ZYNYZ"
Aggregate Purchase Price financial
"bringing the aggregate purchase price under the Royalty Purchase Agreement to $130.0 million (the “Aggregate Purchase Price”)"
The aggregate purchase price is the total amount a buyer pays to acquire a company, assets or securities, including the headline payment plus any assumed debt, fees, taxes and contractually required adjustments. It matters to investors because it shows the true cost of a deal and how much value must be realized after the sale — like knowing the full price of a house once you add closing costs, repairs and outstanding mortgage obligations.
sales-based milestone financial
"eligible to receive an additional 2026 sales-based milestone of up to $20 million"
forward-looking statements regulatory
"This filing contains forward-looking statements within the meaning of the “safe harbor” provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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
(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 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 | ||||||||||||||||||||||||||
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
FAQ
What did MacroGenics (MGNX) announce regarding its ZYNYZ royalties?
MacroGenics entered a first amendment to its ZYNYZ royalty purchase agreement with Sagard. The company received an additional $60 million cash and adjusted Sagard’s capped royalty interest on future global net sales of ZYNYZ under its license with Incyte.
How much cash does MacroGenics (MGNX) receive under the amended Sagard deal?
MacroGenics receives a $60 million additional cash payment from Sagard. This brings the aggregate purchase price under the ZYNYZ royalty purchase agreement to $130 million, providing the company with significant non-dilutive funding tied to future product royalties.
What is the royalty cap structure in MacroGenics’ (MGNX) amended ZYNYZ agreement?
Under the amended terms, all ZYNYZ royalty rights revert to MacroGenics after Sagard receives either 1.70x the $130 million aggregate purchase price by September 30, 2032, or 2.0x that amount at any later time, whichever threshold is first met.
Is MacroGenics (MGNX) eligible for additional payments beyond the $60 million?
Yes. MacroGenics may receive a one-time milestone payment of up to $20 million if ZYNYZ reaches specified 2026 net sales thresholds. Any such milestone would be added to the aggregate purchase price when calculating Sagard’s capped royalty multiple.
Does MacroGenics (MGNX) keep other economic interests in ZYNYZ after this amendment?
MacroGenics retains its other economic interests related to ZYNYZ. These include potential future development, regulatory and commercial milestone payments under its existing global collaboration and license agreement with Incyte, separate from the capped royalty stream sold to Sagard.
When will ZYNYZ royalty rights revert to MacroGenics (MGNX)?
Royalty rights under the ZYNYZ license will revert to MacroGenics after Sagard has received aggregated royalty payments equal to either 1.70x the aggregate purchase price by September 30, 2032, or 2.0x the aggregate purchase price at any later time.