Armistice Capital (MGNX) discloses 6.32M shares, 9.99% stake via Master Fund

Rhea-AI Filing Summary

Armistice Capital and Steven Boyd reported beneficial ownership of 6,324,000 shares of MACROGENICS INC, representing 9.99% of the outstanding common stock as of 12/31/2025. The filing states Armistice Capital, LLC is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the shares, and that Armistice Capital exercises shared voting and dispositive power over those securities under an Investment Management Agreement. Steven Boyd, as managing member of Armistice Capital, is disclosed as potentially deemed to beneficially own the shares. The Master Fund is identified as the party with the economic right to dividends and sale proceeds.

Insights

Governance Analyst

Armistice holds a near-10% stake through a managed fund with shared voting/dispositive power.

Armistice Capital, LLC is disclosed as the investment manager of Armistice Capital Master Fund Ltd., which directly holds 6,324,000 shares equaling 9.99% of common stock as of 12/31/2025. The filing attributes shared voting and dispositive power to Armistice Capital under an Investment Management Agreement.

Mr. Boyd is named as managing member and may be deemed to beneficially own the reported shares. The excerpt states the Master Fund has the right to receive dividends and sale proceeds. Future holder actions will determine any market activity; timing and planned transactions are not provided in the excerpt.

Fund Structure Specialist

Disclosure clarifies manager–fund relationship and a specific ownership percentage, limiting ambiguity about economic versus managerial rights.

The statement explains the Master Fund is the direct holder while Armistice Capital ‘‘exercises voting and investment power’’ per the Investment Management Agreement; the Master Fund disclaims beneficial ownership arising solely from that agreement. The form lists 0 sole voting and dispositive power and 6,324,000 shared voting and dispositive power.

These allocations matter for governance signaling and Section 13 reporting; the filing does not state any intended change in holdings or sale plans. Subsequent amendments or Forms 4/13D would disclose transactions if they occur.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

MACROGENICS INC

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

556099109

(CUSIP Number)

12/31/2025

(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. 556099109

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 6,324,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,324,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,324,000.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 556099109

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 6,324,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,324,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,324,000.00

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)

9.99 %

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.: 556099109
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: 6,324,000
(b)	Percent of class: 9.99 %
(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: 6,324,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 6,324,000 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.
	Not Applicable
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:	02/17/2026

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	02/17/2026

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

What stake does Armistice Capital hold in MACROGENICS (MGNX)?

Armistice Capital reports beneficial ownership of 6,324,000 shares, equaling 9.99% of common stock as of 12/31/2025. The shares are held directly by Armistice Capital Master Fund Ltd., for which Armistice Capital is investment manager.

Does Armistice Capital have voting control over the MGNX shares?

Armistice Capital is disclosed with shared voting power over 6,324,000 shares. The filing lists 0 sole voting power and 6,324,000 shared voting power under its Investment Management Agreement.

Does Steven Boyd personally own the reported MGNX shares?

Steven Boyd is identified as the managing member and may be deemed to beneficially own the 6,324,000 shares. The filing states his potential beneficial ownership arises from his role with Armistice Capital.

Who holds the economic rights to the reported MGNX shares?

The filing states Armistice Capital Master Fund Ltd. has the right to receive dividends and sale proceeds from the reported securities. The Master Fund is the direct holder named in the statement.

Does the filing indicate Armistice plans to buy or sell MGNX shares?

No purchase or sale plans are stated in the provided excerpt. The amendment reports existing beneficial ownership and manager/fund relationships without describing any intended transactions.