MacroGenics (NASDAQ: MGNX) to sell GMP manufacturing operations to Bora for $122.5M
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
MacroGenics, Inc. entered into an Asset Purchase Agreement to sell its GMP drug substance manufacturing and CDMO operations in Maryland to Bora Pharmaceuticals for an upfront cash payment of $122.5 million, subject to customary adjustments and closing conditions. The agreement also includes up to $5 million in potential post-closing cash payments tied to manufacturing milestones and professional development services in 2027 and 2028. Bora will assume the Rockville manufacturing site with total capacity of 11,000 liters, the Frederick warehouse, and is expected to hire approximately 140 MacroGenics employees. At closing, MacroGenics and Bora plan to enter a manufacturing and supply agreement, a transition services agreement, and a sublease, with the transaction expected to close in the third quarter of 2026.
Positive
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Negative
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Insights
MacroGenics monetizes its manufacturing assets while retaining supply access.
MacroGenics agreed to sell its GMP manufacturing and CDMO operations to Bora Pharmaceuticals for an upfront $122.5 million plus up to $5 million in contingent post-closing payments. The deal shifts MacroGenics away from owning manufacturing infrastructure toward a more asset-light, R&D-focused model.
Upon closing, Bora will assume the Rockville manufacturing site with 11,000-liter capacity, the Frederick warehouse, and approximately 140 employees, while providing manufacturing and supply services back to MacroGenics. This structure preserves production support for MacroGenics’ pipeline under contractual arrangements.
The transaction is subject to customary closing conditions and required consents, with an expected close in the third quarter of 2026. Key sensitivities include successful transition of CDMO operations, execution of the new supply and transition services agreements, and realization of the milestone-linked $5 million earn-out.
8-K Event Classification
3 items: 1.01, 7.01, 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 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
Upfront consideration: $122.5 million cash
Contingent payments: Up to $5 million
Manufacturing capacity: 11,000 liters
+3 more
6 metrics
Upfront consideration
$122.5 million cash
Cash payment at closing for CDMO Operations, subject to adjustments
Contingent payments
Up to $5 million
Potential post-closing cash tied to milestones and services in 2027–2028
Manufacturing capacity
11,000 liters
Total capacity of FDA-approved Rockville facility transferring to Bora
Employees transferring
Approximately 140 employees
MacroGenics staff expected to be hired by Bora
Expected closing period
Third quarter 2026
Target closing timeframe, subject to customary conditions
Asset Purchase Agreement date
May 11, 2026
Date MacroGenics and Bora executed the Asset Purchase Agreement
Key Terms
Asset Purchase Agreement, CDMO, GMP, manufacturing and supply agreement, +2 more
6 terms
Asset Purchase Agreement financial
"entered into an Asset Purchase Agreement (the "Purchase Agreement") with Bora Pharmaceuticals"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
CDMO financial
"its GMP manufacturing operations, including its CDMO business (the "CDMO Operations")"
A contract development and manufacturing organization (CDMO) is a company that provides specialized services to help develop and produce pharmaceutical products for other businesses. Think of it as a contract factory that takes a company's recipe and makes the product on their behalf. For investors, CDMOs are important because they support the growth of pharmaceutical companies and can be key partners in bringing new medicines to market.
GMP technical
"sell its good manufacturing practice (GMP) drug substance manufacturing operations to Bora"
Good Manufacturing Practice (GMP) is a set of regulatory standards and procedures that ensure products—especially medicines, medical devices, and related goods—are consistently made to meet safety, quality, and purity requirements. For investors, GMP compliance is like a factory’s hygiene and checklist system: it reduces the risk of product recalls, regulatory fines, and production stoppages, supports market access, and signals more reliable, lower-risk operations that can protect revenue and reputation.
manufacturing and supply agreement financial
"including (i) a manufacturing and supply agreement, pursuant to which the Purchaser will be required"
transition services agreement financial
"a transition services agreement, pursuant to which the Purchaser and the Company will provide certain customary transition services"
A transition services agreement is a formal arrangement where one company continues to provide essential services—such as IT, human resources, or accounting—to another company after a business deal or change in ownership. It acts like a temporary bridge, ensuring smooth operations during a transition period. For investors, it provides clarity on how long support will last and helps assess potential costs and stability during the change.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the federal securities laws"
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 11, 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 11, 2026, MacroGenics, Inc., a Delaware corporation (the "Company"), entered into an Asset Purchase Agreement (the "Purchase Agreement") with 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"), pursuant to which the Company agreed to sell to the Purchaser assets and current liabilities related to its GMP manufacturing operations, including its CDMO business (the "CDMO Operations") currently 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").
Pursuant to the Purchase Agreement, following the satisfaction or waiver of all closing conditions, the Purchaser will pay the Company $122.5 million in cash at closing for the CDMO Operations, subject to customary adjustments, including for working capital and indebtedness. Additionally, the Purchase Agreement provides for up to $5 million of potential additional post-closing cash payments 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.
In addition, at the closing of the Transaction it is contemplated that the Company will enter into certain customary ancillary agreements, including (i) a manufacturing and supply agreement, pursuant to which the Purchaser will be required to provide certain clinical manufacturing and supply services to the Company, (ii) a transition services agreement, pursuant to which the Purchaser and the Company will provide certain customary transition services to each other for a stated period following the closing, and (iii) a sublease agreement, pursuant to which a portion of the Company's facility located at 9704 Medical Center Drive, Rockville, Maryland will be subleased by Bora to the Company for a period of time. The closing of the Transaction is subject to customary closing conditions.
The Purchase Agreement has been approved by the Boards of Directors of the Company and Bora. The Transaction is expected to close in the third quarter.
The foregoing description of the Purchase Agreement and the Transaction is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure | |||||||||||||
On May 11, 2026, the Company issued a press release announcing the execution of the Purchase Agreement. 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.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements regarding the proposed Transaction, the expected timing of the closing of the Transaction, the satisfaction of the closing conditions to the Transaction, the expected benefits of the Transaction to the Company and its stockholders, the Company's post-closing manufacturing relationship with the Purchaser, the Company's expected use of proceeds from the Transaction, and the parties' entry into the ancillary
agreements contemplated by the Purchase Agreement. Words such as "anticipate," "believe," "expect," "intend," "may," "plan," "project," "will," "would," "should," "could," "estimate," and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements are based on the Company's current expectations, estimates, projections, and assumptions and involve known and unknown risks, uncertainties, and other factors that could cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. These risks, uncertainties, and other factors include, among others: (i) the risk that one or more of the closing conditions to the Transaction may not be satisfied or waived, on a timely basis or at all, including the risk that any required landlord consents or other third-party consents are not obtained; (ii) the risk that the Transaction may not be completed on the timeline currently expected, or at all, or on the terms currently contemplated; (iii) the occurrence of any event, change, or other circumstance that could give rise to the termination of the Purchase Agreement; (iv) the effect of the announcement, pendency, or consummation of the Transaction on the Company's business, operating results, employees, customers, suppliers, and other business relationships, including the CDMO Operations; (v) risks related to the transition of the CDMO Operations to the Purchaser, including the diversion of management's attention from the Company's ongoing business operations; (vi) risks related to the Company's post-closing manufacturing arrangements with the Purchaser, including under the manufacturing and supply agreement and the transition services agreement; (vii) the possibility that the anticipated benefits of the Transaction, including that the additional post-closing cash payments may not be earned or received, in whole or in part; (viii) the costs and expenses associated with the Transaction; (ix) potential litigation relating to the Transaction; and (x) the other risks and uncertainties described in the Company's filings with the Securities and Exchange Commission, including those set forth under the heading "Risk Factors" in the Company's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or otherwise, except as may be required by applicable law. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits | |||||||||||||
(d) Exhibits. | |||||||||||||||||
| Exhibit Number | Description of Exhibit | ||||||||||||||||
2.1 | Asset Purchase Agreement, dated as of May 11, 2026, by and between MacroGenics, Inc. and Bora Pharmaceuticals Co., Ltd. and Bora Biologics USA, LLC, a Delaware limited liability company | ||||||||||||||||
99.1 | Press Release dated May 11, 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 12, 2026 | MACROGENICS, INC. | |||||||||||||||||||||||||
By: /s/ Jeffrey Peters Jeffrey Peters Senior Vice President and General Counsel | ||||||||||||||||||||||||||
Exhibit 99.1
MacroGenics to Sell GMP Manufacturing Operations to Bora Pharmaceuticals
•MacroGenics to receive $122.5 million upfront payment from Bora upon closing
•Transaction includes transfer of manufacturing site, CDMO operations and associated personnel to Bora
ROCKVILLE, MD, May 11, 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 that they had entered into a definitive agreement in which MacroGenics will sell its good manufacturing practice (GMP) drug substance manufacturing operations to Bora, subject to customary closing conditions.
“When MacroGenics articulated its strategic priorities last year, we committed to building a more focused company centered on advancing our innovative pipeline and delivering long-term shareholder value. This transaction supports that strategy by providing additional non-dilutive capital to accelerate our pipeline to key value inflection points in 2026 and beyond,” said Eric Risser, President and Chief Executive Officer of MacroGenics. “This transaction will also allow the contract development and manufacturing organization (CDMO) operation to expand under Bora’s ownership, while enabling MacroGenics to maintain access to an expanded array of development and manufacturing capabilities to support our current and future pipeline.”
“We are excited to integrate this high-quality Maryland manufacturing site and its talented workforce into our group’s global CDMO effort,” said Bobby Sheng, Chairman of the Bora Group. “We view this acquisition as a key part of our strategy to expand Bora’s North American biologics operation under Bora Biologics. Along with our Drug Product operations in Baltimore, we aim to establish Bora as a partner of choice for end to end clinical and commercial production of biologics drug substance and drug product.”
Under the terms of the Asset Purchase Agreement, Bora will pay MacroGenics an upfront payment of $122.5 million, before transaction fees and expenses. Upon closing, Bora will assume responsibility for MacroGenics’ manufacturing operations supporting clinical and commercial production. Both the Rockville, Maryland headquarters site, including the FDA-approved facility with total capacity of 11,000 liters, and Frederick, Maryland warehouse will transfer to Bora. In addition, approximately 140 MacroGenics employees are expected to be hired by Bora. The companies will jointly work to ensure a seamless transition and continued service for both MacroGenics and any existing CDMO client. As part of the transaction, MacroGenics will have a supply arrangement with Bora to support process development and drug substance production for its internal pipeline needs. The transaction is expected to close in the third quarter of 2026, subject to the satisfaction or waiver of customary closing conditions.
Moelis & Company LLC served as exclusive financial advisor, and Sidley Austin LLP 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 is a biopharmaceutical company focused on developing innovative monoclonal antibody-based therapeutics for the treatment of cancer. MacroGenics 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 MacroGenics’ 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 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 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 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; 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
MacroGenics:
Jim Karrels, Senior Vice President, CFO
1-301-251-5172
info@macrogenics.com
Argot Partners
1-212-600-1902
macrogenics@argotpartners.com
FAQ
What transaction did MacroGenics (MGNX) announce with Bora Pharmaceuticals?
MacroGenics agreed to sell its GMP drug substance manufacturing and CDMO operations in Maryland to Bora Pharmaceuticals. The deal includes the Rockville manufacturing site, Frederick warehouse, and transfer of related assets, liabilities, and personnel, subject to customary closing conditions and third-quarter 2026 closing expectations.
How much cash will MacroGenics (MGNX) receive from the sale to Bora?
MacroGenics will receive an upfront cash payment of $122.5 million at closing, subject to customary adjustments. The Asset Purchase Agreement also provides for up to an additional $5 million in post-closing cash payments tied to manufacturing milestones and professional development program services in 2027 and 2028.
What happens to MacroGenics’ manufacturing facilities and employees in the Bora deal?
Bora will assume MacroGenics’ Rockville, Maryland headquarters manufacturing site, including an FDA-approved facility with 11,000-liter capacity, and the Frederick warehouse. Approximately 140 MacroGenics employees are expected to be hired by Bora, supporting continuity of CDMO services and ongoing production activities.
Will MacroGenics (MGNX) still have access to manufacturing after the sale?
Yes. As part of the transaction, MacroGenics and Bora plan a manufacturing and supply agreement. This arrangement will provide process development and drug substance production support for MacroGenics’ internal pipeline after closing, alongside a transition services agreement and a sublease for part of the Rockville facility.
When is the MacroGenics–Bora manufacturing transaction expected to close?
The transaction is expected to close in the third quarter of 2026, subject to satisfaction or waiver of customary closing conditions and necessary consents. The Boards of Directors of MacroGenics and Bora have approved the Asset Purchase Agreement governing this sale of GMP manufacturing and CDMO operations.
How does MacroGenics describe the strategic rationale for the Bora transaction?
MacroGenics states the deal supports its strategy to build a more focused company centered on advancing its innovative pipeline. Management highlights that the transaction provides non-dilutive capital and maintains access to expanded development and manufacturing capabilities through Bora’s global CDMO platform.