Armistice Capital and Steven Boyd Hold 5.96M MGNX Shares (9.45%)

Rhea-AI Filing Summary

Armistice Capital, LLC and Steven Boyd report beneficial ownership of 5,960,000 shares of MacroGenics, Inc. (MGNX), equal to 9.45% of the outstanding common stock based on 63,090,323 shares outstanding as of May 9, 2025. The filing discloses that Armistice Capital, as investment manager to Armistice Capital Master Fund Ltd. (the Master Fund), and Mr. Boyd, as managing member of Armistice Capital, each have shared voting and shared dispositive power over these shares and hold no sole voting or dispositive power. The Master Fund is the direct holder and retains the right to receive dividends or sale proceeds. This is an amendment (No. 5) to the Schedule 13G filed with the SEC.

Positive

• Material disclosure of 9.45% ownership provides transparency to investors
• Clear identification of voting and dispositive power through the investment manager arrangement

Negative

• No sole voting or dispositive power by the reporting persons, indicating no direct control
• Master Fund disclaims direct beneficial ownership of the securities it holds due to the Investment Management Agreement

Insights

Securities Analyst

TL;DR Armistice and Steven Boyd hold a sizable 9.45% passive stake with shared voting/dispositive power through an investment manager arrangement.

The reporting clarifies ownership structure: the Master Fund is the record holder while Armistice Capital exercises voting and investment power under an Investment Management Agreement, and Mr. Boyd may be deemed to beneficially own the shares as managing member. The position represents a material minority stake but the absence of sole voting or dispositive power suggests the stake is managed rather than controlled. The filing is a Schedule 13G amendment, consistent with passive investor treatment.

Corporate Governance Expert

TL;DR The filing documents a coordinated beneficial interest without control—important for governance and disclosure but not a control change.

Key governance implication is that shared voting/dispositive power exists, which requires disclosure but does not indicate an intent to influence control per the certification. The Master Fund's disclaimer of direct beneficial ownership due to the manager agreement is noted, and the joint filing statement confirms shared responsibility for future amendments. No changes to board composition or control are reported here.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

MACROGENICS INC

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

268157500

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 268157500

1

Names of Reporting Persons

Armistice Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,960,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,960,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,960,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.45 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 268157500

1

Names of Reporting Persons

Steven Boyd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,960,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,960,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,960,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.45 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: MACROGENICS INC
(b)	Address of issuer's principal executive offices: 9704 Medical Center Drive Rockville, Maryland 20850
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common Stock, par value $0.01 per share
(e)	CUSIP No.: 268157500
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 5,960,000
(b)	Percent of class: 9.45 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 5,960,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 5,960,000 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on 63,090,323 Shares outstanding as of May 9, 2025, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 13, 2025. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	08/14/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/14/2025

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 14, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

How many MacroGenics (MGNX) shares do Armistice Capital and Steven Boyd report owning?

They report beneficial ownership of 5,960,000 shares, representing 9.45% of MGNX based on 63,090,323 shares outstanding as of May 9, 2025.

Do Armistice Capital or Steven Boyd have sole voting control over the reported MGNX shares?

No. The filing states 0 sole voting power and 5,960,000 shares of shared voting power.

Who is the record holder of the MacroGenics shares and who manages them?

The direct holder is Armistice Capital Master Fund Ltd. (the Master Fund) and Armistice Capital, LLC acts as the investment manager exercising voting and investment power.

Does the Master Fund retain economic rights to the shares?

Yes. The filing states the Master Fund has the right to receive dividends and proceeds from sale of the reported securities.

What type of SEC filing is this and when was it signed?

This is an amended Schedule 13G (Amendment No. 5) reporting beneficial ownership, signed on August 14, 2025.