Armistice Capital, LLCSchedule 13G/A reporting beneficial ownership of 6,012,000 shares of Macrogenics, Inc. common stock, representing 9.46% of the class as of 03/31/2026. The filing explains Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd., the direct holder, and that the Master Fund has the right to receive proceeds and dividends; the Master Fund disclaims beneficial ownership due to the Investment Management Agreement. The joint filing is signed by Steven Boyd on 05/15/2026.
Positive
None.
Negative
None.
Insights
Armistice reports a significant passive stake under a 13G framework.
Armistice Capital and Steven Boyd report beneficial ownership of 9.46% via 6,012,000 shares as of 03/31/2026. The filing is a routine disclosure under Section 13 tracking large passive positions and clarifies voting and dispositive powers.
The filing states the Master Fund is the direct holder and that an Investment Management Agreement gives Armistice voting and investment authority; the Master Fund nonetheless disclaims direct beneficial ownership in the text. Subsequent filings would show any change in intent or classification.
Position size is notable but presented as managed on behalf of a fund.
The reported 6,012,000-share stake equals 9.46% of the class per the filing, a scale that can be meaningful for activist potential or block trading liquidity considerations. The filing does not state any plans to change holdings.
Cashflow/transaction intent is not stated; the document attributes decision authority to Armistice Capital under its management agreement, while the Master Fund retains economic interest. Investors should watch future amendments for any change in percentage or filing classification.
Key Figures
Reported shares beneficially owned:6,012,000 sharesPercent of class:9.46%Reporting date:03/31/2026+2 more
5 metrics
Reported shares beneficially owned6,012,000 sharesAmount beneficially owned as stated in Item 4(a)
Percent of class9.46%Percent of class as stated in Item 4(b)
Reporting date03/31/2026Date tied to ownership figure at top of filing
Signature date05/15/2026Signature dates for Steven Boyd in the filing
CUSIP556099109CUSIP for Macrogenics common stock listed in Item 2(d)/(e)
"Amendment No. 7 to a Schedule 13G/A reporting beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Beneficial ownershipregulatory
"Amount beneficially owned: 6,012,000 (b) Percent of class: 9.46%"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Investment Management Agreementfinancial
"Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd."
An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.
Joint Filing Statementregulatory
"JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)"
CUSIPtechnical
"CUSIP No.: 556099109"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
Armistice Capital reports beneficial ownership of 6,012,000 shares, equal to 9.46% of common stock as of 03/31/2026. The position is held directly by Armistice Capital Master Fund Ltd., with Armistice Capital exercising voting and investment power.
Who is the legal holder of the reported Macrogenics shares?
The filing names Armistice Capital Master Fund Ltd. as the direct holder of the shares. Armistice Capital acts as investment manager and exercises voting and investment authority under an Investment Management Agreement.
Does the Master Fund claim beneficial ownership in the filing?
No; the Master Fund expressly disclaims beneficial ownership in the filing due to its inability to vote or dispose of the securities under the Investment Management Agreement, while retaining economic rights to proceeds and dividends.
When was this Schedule 13G/A amendment signed?
The joint filing signature block shows Steven Boyd signed the amendment on 05/15/202603/31/2026 within the filing.
What voting and dispositive powers are reported for Armistice?
Armistice reports 0 shares of sole voting power and 6,012,000 shares of shared voting power; sole dispositive power is 0 and shared dispositive power is 6,012,000, per the filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
MACROGENICS, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
556099109
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
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
6,012,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,012,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,012,000.00
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)
9.46 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
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
6,012,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,012,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,012,000.00
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)
9.46 %
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:
6,012,000
(b)
Percent of class:
9.46%
(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:
6,012,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
6,012,000
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:
05/15/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
05/15/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, 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: May 15, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
