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美國

證券交易委員會

華盛頓特區20549

表格 10-Q

☒			根據1934年證券交易法第13或15(d)節的季度報告

截至季度結束日期的財務報告2024年9月30日

或者

☐			根據1934年證券交易法第13或15(d)節的轉型報告書

過渡期從            至            

委託文件編號：001-39866001-36112

MACROGENICS，INC。

(根據其章程規定的註冊人準確名稱)

特拉華州			06-1591613
（國家或其他管轄區的 公司成立或組織）			（IRS僱主 唯一識別號碼）
9704 Medical Center Drive 羅克維爾, 馬里蘭州			20850
，（主要行政辦公地址）			（郵政編碼）

301-251-5172

（註冊人的電話號碼，包括區號）

在法案第12(b)條的規定下注冊的證券：

每一類的名稱			交易標誌			在其上註冊的交易所的名稱
普通股，每股面值0.01美元			macrogenics			納斯達克全球精選市場

請勾選以下內容。申報人是否（1）在過去12個月內（或申報人需要報告這些報告的時間較短的期間內）已提交證券交易法規定的第13或15（d）條要求提交的所有報告；以及（2）過去90天內已被要求提交此類報告。    是 ☒ 是 ☐ 否

請通過複選標記表示，公司是否在過去12個月內已將根據S-t規則第405條要求提交和發帖的每個交互式數據文件進行了電子提交。是 ☒ 是 ☐ 否

請用複選標記指示註冊人是否爲大型加速文件提交者、加速文件提交者、非加速文件提交者、較小報告公司或新興成長公司。請參閱《交易所法》第120億.2條中關於「加速文件提交者」、「大型加速文件提交者」、「較小報告公司」和「新興成長公司」的定義。(選擇一項):

大型加速報告人			☐			加速文件提交人			☒
非加速文件提交人			☐			更小的報告公司			☐
新興成長公司			☐

如果是一家新興成長型企業，請勾選，「☐」，表示其已選擇不使用根據交易法第13(a)條規定提供的遵守任何新的或修訂的財務會計準則實施的延遲過渡期

請勾選表示註冊人是否爲殼公司（如《證券交易法》12b-2規定所述）。是 ☐ 否 ☐☒

截至2024年11月1日， 62,763,448 註冊公司普通股每股面值0.01美元，尚未流通。

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目錄

第I部分			財務信息
項目1。			基本報表
			2024年9月30日的合併資產負債表（未經審計）和2023年12月31日
			2024年9月30日截止的三個月和九個月的合併損益表和綜合收益表（未經審計）
			截至2024年9月30日和2023年9月30日的三個月和九個月的股東權益合併報表 截至2024年9月30日和2023年9月30日的三個月股東權益狀態報表（未經審計）
			13周的現金流量表 公司已發行2019 ESPP下的股票，截至 截至2023年9月30日（未經審計）
			合併財務報表註釋（未經審計）
事項二			管理層對財務狀況和經營結果的討論和分析
項目3。			市場風險的定量和定性披露
項目4。			控制和程序
第II部分。			其他信息
項目1。			法律訴訟
項目1A。			風險因素
項目5。			其他信息
項目6。			展示資料
			簽名

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前瞻性聲明

本報告包括根據1933年證券法第27A條和1934年證券交易法第21E條含義的前瞻性聲明。前瞻性聲明包括可能涉及我們的計劃、目標、目標、策略、未來事件、未來收入或業績、資本支出、融資需求以及其他非歷史信息的聲明。其中許多聲明特別出現在本季度報告表格10-Q中的「風險因素」和「管理對財務狀況和經營業績的討論與分析」標題下。前瞻性聲明通常可以通過諸如「受到」、「相信」、「預期」、「計劃」、「期望」、「打算」、「估計」、「項目」、「可能」、「將」、「應」、「願意」、「能」等術語的使用來識別，或者通過關於策略的討論。

所有前瞻性聲明，包括但不限於我們對歷史經營趨勢的審查，均基於我們當前的期望和各種假設。我們相信我們的期望和信念有合理的基礎，但它們本質上是不確定的。我們可能無法實現我們的期望，我們的信念也可能不正確。實際結果可能會與此類前瞻性聲明描述或暗示的結果有實質性不同。以下不確定性和因素等（包括我們在年度報告第10-k表格第1A「風險因素」下列出的內容，截至2023年12月31日的財政年度，和本季度報告第10-Q表格第II, 第1A「風險因素」所述的其他事項），可能會影響未來業績，導致實際結果與前瞻性聲明所表達或暗示的事項有實質性不同:

•我們開發和商業化產品候選的計劃；

•我們正在進行和計劃中的臨床試驗的結果，以及這些結果的時間安排，包括臨床試驗何時開始或完成、試驗的招募情況，以及何時報告數據或進行監管申報。

•我們獲取和維持產品候選者的監管批准以及任何已批准產品的標籤的時機和能力。

•我們對支出、未來收入、資本要求和需要額外融資的估計；

•我們通過資本市場或一個或多個企業合作伙伴、股權發行、債務融資、合作、許可安排或資產出售來增加資本的能力;

•我們對目前由合作伙伴開發的產品候選者的期望；

•預計於2024年第四季度將MARGENZA銷售給TerSera Therapeutics，LLC，或TerSera，並預計在與將MARGENZA銷售給TerSera相關的銷售里程碑支付方面收到款項；

•我們或我們的第三方信息科技系統的妥協及所導致的成本、業務中斷或對我們聲譽的影響；

•我們有能力與新合作伙伴合作，或找到符合我們商業目標的具有重要商業潛力的附加產品或產品候選物。

•我們現有合作的潛在收益和未來控件；

•我們有能力收回對製造業-半導體能力的投資;

•我們的產品市場接受度和臨床效用的速率和程度；

•我們的商業化、市場營銷、生產能力和策略；

•我們所處行業面臨的激烈競爭；

•訴訟費用以及未能成功捍衛我們反對訴訟和其他索賠的期望，以及我們對任何監管或法律程序結果的期望；

•與我們的國際業務相關的經濟、政治和其他風險;

•我們在合作中獲取研究資金和實現預期里程碑的能力；

•我們保護和執行專利和其他知識產權的能力；

•遵守成本和我們未能遵守新的和現有的政府法規，包括但不限於稅收法規；

•管理層重要成員的離職或退休;

•未能成功執行我們的增長策略，包括計劃中未來增長的任何延遲；

•未能保持有效的內部控制；以及

•立法和監管發展、公共衛生危機、地緣政治緊張局勢或其他宏觀經濟因素對我們業務、運營、臨床項目、製造業-半導體、財務業績和業務其他方面的影響。

因此，展望性聲明僅適用於其作出的日期，並應被視爲我們當前的計劃、估計和信仰。您不應過度依賴展望性聲明。我們無法

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我們不保證未來的結果、事件、活動水平、表現或成就。除非法律要求，我們不承諾也明確拒絕更新、重新發布或修改前瞻性聲明，以反映未來事件或情況，或反映意外事件的發生。

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第一部分 財務信息

項目1.基本報表

macrogenics, INC.

基本報表

（以千爲單位，除股份數和每股數據外）

			2024年9月30日						2023年12月31日
			(未經審計)
資產
流動資產：
現金及現金等價物			$	179,625					$	100,956
有價證券			20,738						128,849
應收賬款			8,750						10,367
存貨淨額			3,244						1,221
預付費用和其他流動資產			9,839						9,946
總流動資產			222,196						251,339
資產、設備及軟件淨額			19,100						21,847
經營租賃權使用資產			22,011						23,846
其他非流動資產			1,185						1,386
資產總額			$	264,492					$	298,418
負債和股東權益
流動負債:
應付賬款			$	6,613					$	6,443
應計費用及其他流動負債			24,644						24,239
遞延收入			23,308						21,651
租賃負債			4,744						3,775
流動負債合計			59,309						56,108
遞延收入，減去當前部分淨額			55,503						59,243
租賃負債，減去流動部分			29,356						30,196
其他非流動負債			258						258
負債合計			144,426						145,805
股東權益:
普通股，每股面值爲 $0.0001；0.01 面值 -- 125,000,000 62,763,120 和 62,070,627 截至2024年9月30日和2023年12月31日的流通股份分別爲			627						621
額外實收資本			1,273,722						1,254,750
累計其他綜合收益(虧損)			14						(6)
累積赤字			(1,154,297)						(1,102,752)
股東權益合計			120,066						152,613
負債和股東權益合計			$	264,492					$	298,418

請參見基本報表註釋。

1

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macrogenics, INC.

綜合收益（損失）及綜合收益（損失）貫徹落實表

(未經審計)

（以千爲單位，除股份數和每股數據外）

			截至9月30日的三個月												截至9月30日的九個月
			2024						2023						2024						2023
營收：
合作及其他協議			$	101,408					$	895					$	105,180					$	24,024
產品銷售淨額			4,161						4,695						14,270						13,247
合同製造業			4,573						4,462						9,742						9,664
政府協議			566						345						1,417						1,094
總收入			110,708						10,397						130,609						48,029
成本和費用：
產品銷售成本			168						85						614						456
製造服務成本			1,702						3,274						6,195						7,603
研發			40,543						30,131						138,304						119,232
銷售、一般及行政費用			14,104						12,409						43,237						39,628
總成本和費用			56,517						45,899						188,350						166,919
營業收支（虧損）			54,191						(35,502)						(57,741)						(118,890)
版權貨幣化安排的收益			—						50,000						—						150,930
利息和其他收入			2,118						3,056						7,335						6,404
利息和其他費用			—						—						(1,139)						(1,430)
			56,309						17,554						(51,545)						37,014
其他全面收益（損失）：
投資中未實現的損益			38						38						20						(30)
綜合收益（損失）			$	56,347					$	17,592					$	(51,525)					$	36,984
每股普通股淨收益（虧損）：
基本			$	0.90					$	0.28					$	(0.82)					$	0.60
攤薄			$	0.90					$	0.28					$	(0.82)					$	0.60
加權平均流通股數:
基本			62,744,005						61,980,680						62,566,723						61,890,824
攤薄			62,865,841						62,244,602						62,566,723						62,090,343

See notes to consolidated financial statements.

2

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MACROGENICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(unaudited)

(in thousands, except share amounts)

			Common Stock												Additional Paid-In Capital						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Total Stockholders' Equity
			Shares						Amount
Balance, December 31, 2023			62,070,627						$	621					$	1,254,750					$	(1,102,752)					$	(6)					$	152,613
Share-based compensation			—						—						5,512						—						—						5,512
Stock plan related activity			489,875						5						243						—						—						248
Unrealized loss on investments			—						—						—						—						(29)						(29)
Net loss			—						—						—						(52,190)						—						(52,190)
Balance, March 31, 2024			62,560,502						626			—			1,260,505						(1,154,942)						(35)						106,154
Share-based compensation			—						—						6,693						—						—						6,693
Stock plan related activity			160,467						1						624						—						—						625
Unrealized gain on investments			—						—						—						—						11						11
Net loss			—						—						—						(55,664)						—						(55,664)
Balance, June 30, 2024			62,720,969						627						1,267,822						(1,210,606)						(24)						57,819
Share-based compensation			—						—						5,969						—						—						5,969
Stock plan related activity			42,151						—						(69)						—						—						(69)
Unrealized gain on investments			—						—						—						—						38						38
Net income			—						—						—						56,309						—						56,309
Balance, September 30, 2024			62,763,120						$	627					$	1,273,722					$	(1,154,297)					$	14					$	120,066

3

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			Common Stock												Additional Paid-In Capital						Accumulated Deficit						Accumulated Other Comprehensive Income (Loss)						Total Stockholders' Equity
			Shares						Amount
Balance, December 31, 2022			61,701,467						$	617					$	1,235,095					$	(1,093,694)					$	(5)					$	142,013
Share-based compensation			—						—						4,788						—						—						4,788
Issuance of common stock, net of offering costs			95,000						1						616						—						—						617
Stock plan related activity			42,098						—						(154)						—						—						(154)
Unrealized gain on investments			—						—						—						—						13						13
Net loss			—						—						—						(38,009)						—						(38,009)
Balance, March 31, 2023			61,838,565						618						1,240,345						(1,131,703)						8						109,268
Share-based compensation			—						—						4,436						—						—						4,436
Issuance of common stock, net of offering costs			36,135						—						235						—						—						235
Stock plan related activity			63,793						1						215						—						—						216
Unrealized loss on investments			—						—						—						—						(80)						(80)
Net income			—						—						—						57,469						—						57,469
Balance, June 30, 2023			61,938,493						619						1,245,231						(1,074,234)						(72)						171,544
Share-based compensation			—						—						4,746						—						—						4,746
Issuance of common stock, net of offering costs			36,135						—						187						—						—						187
Stock plan related activity			54,276						1						(90)						—						—						(89)
Unrealized gain on investments			—						—						—						—						38						38
Net income			—						—						—						17,554						—						17,554
Balance, September 30, 2023			62,028,904						$	620					$	1,250,074					$	(1,056,680)					$	(34)					$	193,980

See notes to consolidated financial statements.

4

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MACROGENICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

			Nine Months Ended September 30,
			2024						2023
Cash flows from operating activities
Net income (loss)			$	(51,545)					$	37,014
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization expense			5,487						7,745
Amortization of premiums and discounts on marketable securities			(2,625)						(3,276)
Stock-based compensation			18,174						14,014
Gain on royalty monetization arrangement			—						(150,930)
Non-cash interest expense			—						1,430
Non-cash lease expense			1,835						2,703
Other non-cash items			2						423
(Gain) loss on disposal of assets			(57)						111
Changes in operating assets and liabilities:
Accounts receivable			1,616						30,911
Inventory			(2,023)						385
Prepaid expenses and other current assets			108						1,651
Other non current assets			200						(7)
Accounts payable			170						(1,607)
Accrued expenses and other current liabilities			648						(3,388)
Lease liabilities			128						(723)
Deferred revenue			(2,084)						13,376
Net cash used in operating activities			(29,966)						(50,168)
Cash flows from investing activities
Purchases of marketable securities			(63,394)						(217,216)
Proceeds from sale and maturities of marketable securities			174,150						99,390
Purchases of property, equipment and software			(3,086)						(1,144)
Proceeds from sales of equipment			160						64
Net cash provided by (used in) investing activities			107,830						(118,906)
Cash flows from financing activities
Proceeds from issuance of common stock, net of offering costs			—						616
Proceeds from stock option exercises and ESPP purchases			3,276						279
Taxes paid related to net share settlement of equity awards			(2,471)						(306)
Principal payments on royalty monetization arrangement			—						(156)
Net proceeds from sale of future royalties			—						149,655
Net cash provided by financing activities			805						150,088
Net change in cash and cash equivalents			78,669						(18,986)
Cash and cash equivalents at beginning of period			100,956						108,884
Cash and cash equivalents at end of period			$	179,625					$	89,898
Supplemental Cash Flow Information
Property, equipment and software included in accounts payable or accruals			$	—					$	166

See notes to consolidated financial statements.

5

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MACROGENICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. Nature of Operations

Description of the business

MacroGenics, Inc. (the Company) is incorporated in the state of Delaware. The Company is a biopharmaceutical company focused on discovering, developing, manufacturing and commercializing innovative antibody-based therapeutics for the treatment of cancer. The Company has a pipeline of product candidates designed to target either various tumor-associated antigens or immune checkpoint molecules. These candidates are being evaluated in clinical trials sponsored by the Company or its collaborators or are in preclinical development. The Company’s clinical product candidates include multiple oncology programs which have either been created using its proprietary, antibody-based technology platforms or enabled through its technology licensing arrangements with other companies. The Company believes its product candidates have the potential, if approved for marketing by regulatory authorities, to have a meaningful effect on treating patients' unmet medical needs as monotherapy or, in some cases, in combination with other therapeutic agents. To date, three products originating from the Company’s pipeline of proprietary or partnered product candidates have received U.S. Food and Drug Administration (FDA) approval. In March 2021, the Company and its commercialization partner commenced U.S. marketing of MARGENZA (margetuximab-cmkb), a human epidermal growth factor receptor 2 (HER2) antagonist indicated, in combination with chemotherapy, for the treatment of adult patients with metastatic HER2-positive breast cancer who have received two or more prior anti-HER2 regimens, at least one of which was for metastatic disease. In November 2022, the FDA approved TZIELD® (teplizumab-mzwv) to delay the onset of Stage 3 Type 1 Diabetes (T1D) in adult and pediatric patients aged 8 years and older with Stage 2 T1D. Teplizumab was acquired from the Company by Provention Bio, Inc. (Provention) in May 2018, pursuant to an asset purchase agreement. In March 2023, the FDA approved ZYNYZ®(retifanlimab-dlwr), a humanized monoclonal antibody targeting programmed death receptor-1 (PD-1). Retifanlimab was previously developed by the Company and licensed to Incyte Corporation (Incyte) pursuant to an exclusive global collaboration and license agreement in October 2017.

Liquidity

The Company’s multiple product candidates currently under development will require significant additional research and development efforts that include extensive preclinical studies and clinical testing, and regulatory approval prior to commercial use.

The future success of the Company is dependent on its ability to identify and develop its product candidates, and ultimately upon its ability to attain profitable operations. The Company has devoted substantially all of its financial resources and efforts to research and development and general and administrative expense to support such research and development. Net losses and negative cash flows have had, and will continue to have, an adverse effect on the Company’s stockholders’ equity and working capital, and accordingly, its ability to execute its future operating plans.

As a biotechnology company, the Company has primarily funded its operations with proceeds from the sale of its common stock in equity offerings and revenue from its multiple collaboration agreements. Management regularly reviews the Company’s available liquidity relative to its operating budget and forecast to monitor the sufficiency of the Company’s working capital. The Company plans to meet its future operating requirements by generating revenue from current and future strategic collaborations or other arrangements and royalties. The Company anticipates continuing to draw upon available sources of capital, including equity and debt instruments, to support its product development activities. If the Company is unable to enter into new arrangements or to perform under current or future agreements or obtain additional capital, the Company will assess its capital resources and may be required to delay, reduce the scope of, or eliminate one or more of its product research and development programs or clinical studies, reduce other operating expenses, and/or downsize its organization. Based on the Company’s most recent cash flow forecast, the Company believes its current resources are sufficient to fund its operating plans for a minimum of twelve months from the date that this Quarterly Report on Form 10-Q was filed.

Similar to the other risk factors pertinent to the Company's business, including significant equity market volatility and availability of funding in the biotechnology sector, as well as potential issues in the global economy, credit markets and financial markets as a result of significant worldwide events, including adverse events involving financial institutions or the financial services industry, inflation and geopolitical upheaval might unfavorably impact the Company's ability to generate such additional funding. Given the uncertainty in the rapidly changing market and economic conditions related to these uncertainties, the Company will continue to evaluate the nature and extent of the impact of these uncertainties on its business and financial position.

6

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Basis of Presentation

The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information. The financial statements include all adjustments (consisting only of normal recurring adjustments) that the management of the Company believes are necessary for a fair presentation of the periods presented. These interim financial results are not necessarily indicative of results expected for the full fiscal year or for any subsequent interim period.

The accompanying unaudited interim consolidated financial statements include the accounts of MacroGenics, Inc. and its wholly owned subsidiaries, MacroGenics UK Limited and MacroGenics Limited. All intercompany accounts and transactions have been eliminated in consolidation. These consolidated financial statements and related notes should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (SEC) on March 7, 2024.

2. Summary of Significant Accounting Policies

During the nine months ended September 30, 2024, there were no material changes to the significant accounting policies previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses, as well as how the chief operating decision maker uses the reported measure(s) of segment profit or loss in assessing performance. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all periods presented in the financial statements. The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and disclosures.

3. Fair Value of Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued expenses. The carrying amount of accounts receivable, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of their short-term nature. The Company accounts for recurring and non-recurring fair value measurements in accordance with FASB Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a fair value hierarchy for assets and liabilities measured at fair value, and requires expanded disclosures about fair value measurements. The ASC 820 hierarchy ranks the quality of reliability of inputs, or assumptions, used in the determination of fair value and requires assets and liabilities carried at fair value to be classified and disclosed in one of the following three categories:

•Level 1 - Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities.

•Level 2 - Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models, such as interest rates and yield curves that can be corroborated by observable market data.

•Level 3 - Fair value is determined by inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgments to be made by a reporting entity - e.g., determining an appropriate adjustment to a discount factor for illiquidity associated with a given security.

The Company evaluates financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. This determination requires the Company to make subjective judgments as to the significance of inputs used in determining fair value and where such inputs lie within the ASC 820 hierarchy. There were no transfers between levels during the periods presented.

7

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Financial assets measured at fair value on a recurring basis were as follows (in thousands):

			Fair Value Measurements at September 30, 2024
			Total						Level 1						Level 2
Assets:
Money market funds			$	80,357					$	80,357					$	—
Government-sponsored enterprises			9,597						—						9,597
Corporate debt securities			11,141						—						11,141
Total assets measured at fair value(a)			$	101,095					$	80,357					$	20,738

			Fair Value Measurements at December 31, 2023
			Total						Level 1						Level 2
Assets:
Money market funds			$	91,665					$	91,665					$	—
U.S. Treasury securities			31,179						—						31,179
Government-sponsored enterprises			45,043						—						45,043
Corporate debt securities			52,627						—						52,627
Total assets measured at fair value(b)			$	220,514					$	91,665					$	128,849

(a) Total assets measured at fair value at September 30, 2024 includes approximately $80.4 million reported in cash and cash equivalents on the consolidated balance sheet.

(b) Total assets measured at fair value at December 31, 2023 includes approximately $91.7 million reported in cash and cash equivalents on the consolidated balance sheet.

4. Marketable Securities

The following tables summarize the Company's marketable debt securities (in thousands):

			September 30, 2024
			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Fair Value
Government-sponsored enterprises			9,594						3						—						9,597
Corporate debt securities			11,130						11						—						11,141
Total			$	20,724					$	14					$	—					$	20,738

			December 31, 2023
			Amortized Cost						Gross Unrealized Gains						Gross Unrealized Losses						Fair Value
U.S. Treasury securities			$	31,177					$	4					$	(2)					$	31,179
Government-sponsored enterprises			45,041						7						(5)						45,043
Corporate debt securities			52,637						5						(15)						52,627
Total			$	128,855					$	16					$	(22)					$	128,849

All available-for-sale marketable debt securities held as of September 30, 2024 and December 31, 2023 had contractual maturities of less than one year. All of the Company's available-for-sale marketable debt securities in an unrealized loss position as of December 31, 2023 were in a loss position for less than twelve months. Unrealized losses on available-for-sale debt securities as of December 31, 2023 were not significant and were primarily due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities. Accordingly, no allowance for credit losses related to the Company's available-for-sale debt securities was recorded. The Company does not intend to sell its

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investments and it is not more likely than not that the Company will be required to sell its investments before recovery of their amortized cost bases, which may be at maturity.

5. Inventory, Net

All of the Company's inventory relates to the manufacturing of MARGENZA. The following table sets forth the Company's net inventory (in thousands):

			September 30, 2024						December 31, 2023
Work in process			$	2,189					$	261
Finished goods			1,055						960
Total inventory, net			$	3,244					$	1,221

Prior to FDA approval of MARGENZA in December 2020, the cost of materials and expenses associated with the manufacturing of MARGENZA were recorded as research and development expense. Subsequent to FDA approval, the Company began capitalizing inventory costs related to the manufacture of MARGENZA. As of September 30, 2024, there was no reserve for unsaleable inventory. The inventory balance as of December 31, 2023 is net of a reserve of $3.1 million for unsaleable inventory. These reserves are reflected in cost of product sales during the period they are recorded.

6. Stockholders' Equity

In March 2023, the Company entered into a sales agreement (Sales Agreement) with an agent to sell, from time to time, shares of its common stock having an aggregate sales price of up to $100.0 million through an “at the market offering” (ATM Offering) as defined in Rule 415 under the Securities Act of 1933, as amended. No shares were sold under the ATM offering during the nine months ended September 30, 2024. During the nine months ended September 30, 2023, the Company sold 95,000 shares of common stock at a weighted average price per share of $6.60, resulting in net proceeds of approximately $0.6 million, net of offering expenses.

7. Revenue

Collaborative and Other Agreements

Incyte Corporation

Incyte License Agreement

In 2017, the Company entered into an exclusive global collaboration and license agreement with Incyte, which was amended in March 2018, April 2022, July 2022 and July 2024, for retifanlimab, an investigational monoclonal antibody that inhibits PD-1 (Incyte License Agreement). Incyte has obtained exclusive worldwide rights for the development and commercialization of retifanlimab in all indications, while the Company retains the right to develop its pipeline assets in combination with retifanlimab. Under the terms of the Incyte License Agreement, Incyte paid the Company an upfront payment of $150.0 million in 2017. The Company manufactures a portion of Incyte’s global commercial supply of retifanlimab. In March 2023, the FDA approved Incyte's Biologics License Application (BLA) for ZYNYZ (retifanlimab-dlwr) for the treatment of adults with metastatic or recurrent locally advanced Merkel cell carcinoma. Incyte has stated it is pursuing development of retifanlimab in potentially registration-enabling studies, including in patients with squamous cell carcinoma of the anal canal, MSI-high endometrial cancer and non-small cell lung cancer. Incyte is also pursuing development of retifanlimab in combination with multiple product candidates from its pipeline.

Under the terms of the Incyte License Agreement, as amended, Incyte will lead global development of retifanlimab. From the inception of the Incyte License Agreement through September 30, 2024, the Company has recognized $215.0 million for certain development and regulatory milestones under the Incyte License Agreement, including $100.0 million received in August 2024 upon entering into an amendment to the Incyte License Agreement pursuant to which certain development milestones were deemed to have been met. Assuming successful development and commercialization by Incyte in multiple indications, the Company is eligible to receive up to an additional $210.0 million in development and regulatory milestones and up to $330.0 million in commercial milestones. The Company is also eligible to receive tiered royalties of 15% to 24% on global net sales. The Company retains the right to develop its pipeline assets in combination with retifanlimab, with Incyte commercializing retifanlimab and the Company commercializing its asset(s), if any such potential combinations are approved. In addition, the Company retains the right to manufacture a portion of both companies' global commercial supply needs of retifanlimab, subject to the separate commercial supply agreement.

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The Company evaluated the Incyte License Agreement under the provisions of ASC Topic 606, Revenue from Contracts with Customers (ASC 606) at inception and identified the following two performance obligations under the agreement: (i) the license of retifanlimab and (ii) the performance of certain clinical activities through a brief technology transfer period. The Company determined that the license and clinical activities are separate performance obligations because they are capable of being distinct and are distinct in the context of the contract. The license has standalone functionality as it is sublicensable, Incyte has significant capabilities in performing clinical trials, and Incyte is capable of performing these activities without the Company's involvement; the Company performed the activities during the transfer period as a matter of convenience. The Company determined that the transaction price of the Incyte License Agreement at inception was $154.0 million, consisting of the consideration to which the Company was entitled in exchange for the license and an estimate of the consideration for clinical activities to be performed. The transaction price was allocated to each performance obligation based on their relative standalone selling price. The standalone selling price of the license was determined using the adjusted market assessment approach considering similar collaboration and license agreements. The standalone selling price for the agreed-upon clinical activities to be performed was determined using the expected cost approach based on similar arrangements the Company has with other parties. The potential development and regulatory milestone payments are fully constrained until the Company concludes that achievement of the milestone is probable, and that recognition of revenue related to the milestone will not result in a significant reversal in amounts recognized in future periods, and as such have been excluded from the transaction price. Any consideration related to sales-based milestones and royalties will be recognized when the related sales occur, as they were determined to relate predominantly to the license granted to Incyte and, therefore, have also been excluded from the transaction price. The Company re-assesses the transaction price in each reporting period and when events whose outcomes are resolved or other changes in circumstances occur. In July 2024, the Company and Incyte executed Amendment No. 4 to the Incyte License Agreement pursuant to which certain development milestones were deemed to have been met. The Company evaluated the amendment as a contract modification under the provisions of ASC 606 which resulted in $100.0 million of revenue being recognized during the three months ended September 30, 2024. From 2018 through September 30, 2024, it became probable that a significant reversal of cumulative revenue would not occur for development milestones totaling $215.0 million related to clinical and regulatory activities related to the further advancement of retifanlimab. Therefore, the associated consideration was added to the estimated transaction price and was recognized as revenue.

The Company recognized the $150.0 million allocated to the license when it satisfied its performance obligation and transferred the license to Incyte in 2017. The $4.0 million allocated to the clinical activities was recognized ratably as services were performed during 2017 and 2018. The Company recognized $0.1 million and $0.3 million in revenue under the Incyte License Agreement during the three and nine months ended September 30, 2024, respectively. The Company recognized the $15.0 million ZYNYZ approval milestone as revenue under the Incyte License Agreement during the nine months ended September 30, 2023.

Incyte Clinical Supply Agreement

In 2018, the Company entered into an agreement with Incyte, under which the Company is to perform development and manufacturing services for Incyte’s clinical needs of retifanlimab (Incyte Clinical Supply Agreement). The Company evaluated the Incyte Clinical Supply Agreement under ASC 606 and identified one performance obligation under the agreement: to perform services related to the development and manufacturing of the clinical supply of retifanlimab. The transaction price is based on the costs incurred to develop and manufacture drug product and drug substance, and is recognized over time as the services are provided, as the performance by the Company does not create an asset with an alternative use and the Company has an enforceable right to payment for the performance completed to date. The transaction price is being recognized using the input method reflecting the costs incurred (including resources consumed and labor hours expended) related to the manufacturing services. The Company recognized a de minimis amount of revenue during the three months ended September 30, 2024 and revenue of $0.2 million during the three months ended September 30, 2023 for services performed under the Incyte Clinical Supply Agreement. During the nine months ended September 30, 2024 and 2023, the Company recognized revenue of $0.1 million and $1.7 million, respectively, for services performed under the Incyte Clinical Supply Agreement.

Incyte Commercial Supply Agreement

In 2020, the Company entered into an agreement with Incyte pursuant to which the Company is entitled to manufacture a portion of the global commercial supply needs for retifanlimab (Incyte Commercial Supply Agreement). Unless terminated earlier, the term of the Incyte Commercial Supply Agreement will expire upon the expiration of Incyte’s obligation to pay royalties under the Incyte License Agreement. The Company evaluated this agreement under ASC 606 and identified one performance obligation under the agreement: to perform services related to manufacturing the commercial supply of retifanlimab. The transaction price is based on a fixed price per batch of bulk drug substance to be manufactured and is recognized over time as the services are provided, as the performance by the Company does not create an asset with an alternative use and the Company has an enforceable right to payment for the performance completed to date. The transaction price is being recognized using the input method reflecting the costs incurred (including resources consumed and labor costs

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incurred) related to the manufacturing services. During the three months ended September 30, 2024 and 2023, the Company recognized revenue of $0.5 million and $0.1 million, respectively, for services performed under the Incyte Commercial Supply Agreement. During the nine months ended September 30, 2024 and 2023, the Company recognized revenue of $1.4 million and $0.3 million, respectively, for services performed under the Incyte Commercial Supply Agreement.

Gilead Sciences, Inc

In 2022, the Company and Gilead Sciences, Inc. (Gilead) entered into an exclusive option and collaboration agreement (Gilead Agreement) to develop and commercialize MGD024, an investigational, bispecific antibody that binds CD123 and CD3, and create bispecific cancer antibodies using the Company’s DART platform and undertake their early development under a maximum of two separate bispecific cancer target research programs. Under the agreement, the Company will continue the ongoing phase 1 trial for MGD024 according to a development plan, during which Gilead will have the right to exercise an option granted to Gilead to obtain an exclusive license under the Company’s intellectual property to develop and commercialize MGD024 and other bispecific antibodies of MacroGenics that bind CD123 and CD3 (CD123 Option). The agreement also granted Gilead the right, within its first two years, to nominate a bispecific cancer target set for up to two research programs conducted by the Company and to exercise separate options to obtain an exclusive license for the development, commercialization and exploitation of molecules created under each research program (Research Program Option). Gilead nominated the first of the two research programs in September 2023. In January 2024, the parties amended the Gilead Agreement to revise certain matters related to intellectual property in the performance of the research plans under the agreement. On August 30, 2024, the parties amended the agreement by entering into a second letter agreement under which Gilead will pay the Company to conduct certain research and which extends the period for Gilead to select its second research target combination.

Under the terms of the Gilead Agreement, as amended, in October 2022 Gilead paid the Company an upfront payment of $60.0 million. Assuming Gilead exercises the CD123 Option and Research Program Option and successfully develops and commercializes MGD024, or other CD123 products developed under the agreement, and products result from the two additional research programs, the Company would be eligible to receive up to $1.7 billion in target nomination, option fees, and development, regulatory and commercial milestones. Assuming exercise of the CD123 Option, the Company will also be eligible to receive tiered, low double-digit royalties on worldwide net sales of MGD024 (or other CD123 products developed under the agreement) and assuming exercise of the Research Program Option, a flat royalty on worldwide net sales of any products resulting from the two research programs.

The Company evaluated the Gilead Agreement under the provisions of ASC 606 and identified the following material promises under the agreement: (i) a license to perform any activities allocated to Gilead under the MGD024 development plan; (ii) development activities regarding MGD024, including manufacturing, research and early clinical development activities, necessary to deliver an informational package of development and clinical data, information and materials specified in the Gilead Agreement during the period in which Gilead can exercise the CD123 Option; (iii) the CD123 Option and (iv) the Research Program Option.

The Company concluded that the license under the MGD024 development plan and development activities are not distinct from one another, as the license has limited value without the Company’s performance of the development activities. Therefore, the Company determined that the development term license and development activities should be combined into a single performance obligation (Development Activities). The CD123 Option is considered a material right as the value of the exclusive license exceeds the payment to be made by Gilead if they exercise their option to obtain an exclusive license to develop and commercialize MGD024 or an alternative CD123 product, and is therefore a distinct performance obligation. The Company determined that the Research Program Option does not provide a material right, as there is no discount on its standalone selling price.

In accordance with ASC 606, the Company determined that the initial transaction price under the Gilead Agreement was $60.0 million, consisting of the upfront, non-refundable payment paid by Gilead. The CD123 Option and Research Program Option payments are excluded from the initial transaction price at contract inception along with any future development, regulatory, and commercial milestone payments (including royalties) following the CD123 Option and Research Program Option exercise. The Company reassesses the amount of variable consideration included in the transaction price every reporting period. The Company allocated the $60.0 million upfront payment in the transaction price to the Development Activities and the CD123 Option based on each performance obligation’s relative standalone selling price. The standalone selling price for the Development Activities was calculated using an expected cost-plus margin approach for the pre-option development timeline. For the standalone selling price of the CD123 Option, the Company utilized an income-based approach which included the following key assumptions: post-option development timeline and costs, forecasted revenues, discount rates and probabilities of technical and regulatory success.

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The Company is recognizing revenue related to the Development Activities performance obligation over the estimated period to complete the Development Activities using an input method reflecting the costs incurred (including resources consumed and labor hours expended) related to the Development Activities. The Company deferred revenue recognition related to the CD123 Option. If Gilead exercises the CD123 Option and obtains an exclusive license, the Company will recognize revenue as it fulfills its obligations under the Gilead Agreement. If the CD123 Option is not exercised, the Company will recognize the entirety of the revenue in the period when the CD123 Option expires.

During each of the three month periods ended September 30, 2024 and 2023, the Company recorded revenue of $0.4 million related to the Gilead Agreement. During the nine months ended September 30, 2024 and 2023, the Company recorded revenue of $0.9 million and $1.0 million, respectively, related to the Gilead Agreement. As of September 30, 2024, $57.4 million in revenue was deferred under this agreement, $1.9 million of which was current and $55.5 million of which was non-current. As of December 31, 2023, $58.3 million in revenue was deferred under this agreement, $2.2 million of which was current and $56.1 million of which was non-current.

In September 2023, the Company and Gilead executed a Letter Agreement through which Gilead nominated the first of the two research programs contemplated in the Gilead Agreement (First Research Program), the Company granted Gilead a research license, and the parties agreed on a research plan for the First Research Program under which the Company will provide research and development services. Gilead paid the Company a $15.7 million nomination fee. The Company evaluated the Letter Agreement under the terms of ASC 606, and concluded that it is a modification to the Gilead Agreement that results in a separate contract since the modification is for additional goods and services that are distinct and at standalone selling price. The Company determined that the license and the related research and development activities were not distinct from one another, as the license has limited value without the performance of the research and development activities. As such, the Company determined that these should be combined into a single performance obligation. Gilead also has the exclusive option to pay the Company $10.0 million to obtain a license to exploit the research molecule and research product with respect to the First Research Program. The Company determined that this exclusive option does not provide a material right, as there is no discount on its standalone selling price.

In accordance with ASC 606, the Company determined that the initial transaction price for the First Research Program agreement was $15.7 million, consisting of the non-refundable payment paid by Gilead. The Company is recognizing revenue over the estimated period to complete the services using the input method reflecting the costs incurred (including resources consumed and labor hours expended) related to the research and development services. In June 2024, the Company received variable consideration totaling $3.3 million from Gilead upon achievement of a research plan milestone. The variable consideration was added to the transaction price and allocated to the performance obligation to determine the amount of related revenue to be recognized. A proportional amount was recognized based on the input cost to cost measurement of work completed to date.

During the three months ended September 30, 2024 and 2023, the Company recorded revenue of $0.4 million and $0.1 million, respectively, related to the First Research Program. During the nine months ended September 30, 2024 and 2023, the Company recorded revenue of $2.4 million and $0.1 million, respectively, related to the First Research Program. As of September 30, 2024, $16.4 million in revenue was deferred under this agreement, all of which was current. As of December 31, 2023, $14.9 million in revenue was deferred under this agreement, $11.8 million of which was current and $3.1 million of which was non-current.

Manufacturing Services Agreement

Incyte

In January 2022, the Company entered into a Manufacturing and Clinical Supply Agreement with Incyte (Incyte Manufacturing and Clinical Supply Agreement) to provide manufacturing services to produce certain Incyte bulk drug substance over a three-year period. Under the terms of the Incyte Manufacturing and Clinical Supply Agreement, the Company received an upfront payment of $10.0 million and was eligible to receive annual fixed payments paid quarterly over the term of the contract totaling $14.4 million. The Company will also be reimbursed for materials used to manufacture product as well as other costs incurred to provide manufacturing services. In July 2022, the Company and Incyte executed an amendment to the Incyte Manufacturing and Clinical Supply Agreement which extended the term for one year and provided for an additional annual fixed payment of $5.1 million (July 2022 Incyte Amendment).

The Company evaluated the Incyte Manufacturing and Clinical Supply Agreement and the July 2022 Incyte Amendment under the provisions of ASC 606 and identified one performance obligation to provide manufacturing runs to Incyte, as and when requested by Incyte, over the term of the contract that is part of a series of goods and services. The Company determined that the transaction price consists of the upfront payment of $10.0 million and the annual fixed payments

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totaling $19.5 million. The Company will recognize revenue over time on a straight-line basis as the manufacturing services are provided to Incyte, as the Company determined that its efforts in providing the manufacturing services will be incurred evenly throughout the performance period and therefore straight-line revenue recognition closely approximates the level of effort for the manufacturing services. Variable consideration relating to the reimbursed materials and other reimbursed costs incurred to manufacture product for Incyte will be allocated to the related manufacturing activities and will be recognized as revenue as those activities occur. Materials purchased by the Company to manufacture the product for Incyte are considered costs to fulfill a contract and will be capitalized and expensed as the materials are used to provide the manufacturing services.

During the three months ended September 30, 2024 and 2023, the Company recognized revenue of $3.8 million and $4.5 million, respectively, under the Incyte Manufacturing and Clinical Supply Agreement. During the nine months ended September 30, 2024 and 2023, the Company recognized revenue of $8.1 million and $9.6 million, respectively, under the Incyte Manufacturing and Clinical Supply Agreement. As of September 30, 2024, $4.6 million in revenue was deferred under this agreement, all of which was current. As of December 31, 2023, $7.0 million in revenue was deferred under this agreement, all of which was current.

Government Agreement

NIAID Contract

The Company entered into a contract with the National Institute of Allergy and Infectious Diseases (NIAID), effective as of September 15, 2015, to perform product development and to advance up to two DART molecules, MGD014 and MGD020 (NIAID Contract). Under the NIAID Contract, the Company developed these product candidates for Phase 1/2 clinical trials as therapeutic agents, in combination with latency reversing treatments, to deplete cells infected with human immunodeficiency virus (HIV) infection. NIAID does not receive goods or services from the Company under this contract, therefore the Company does not consider NIAID to be a customer and concluded this contract is outside the scope of ASC 606.

Since the inception of the NIAID Contract, NIAID has exercised the two options contemplated in the original contract and executed modifications such that the total funded contract value as of September 30, 2024 is $25.1 million. In addition, the most recent modification changed the period of performance under the NIAID Contract to end in October 2024. During the three months ended September 30, 2024 and 2023, the Company recorded revenue under the NIAID contract of $0.6 million and $0.3 million, respectively. During the nine months ended September 30, 2024 and 2023, the Company recorded revenue under the NIAID Contract of $1.4 million and $1.1 million, respectively.

8. Stock-Based Compensation

Employee Stock Purchase Plan

In May 2017, the Company’s stockholders approved the 2016 Employee Stock Purchase Plan (the 2016 ESPP). The 2016 ESPP is structured as a qualified employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (IRC), and is not subject to the provisions of the Employee Retirement Income Security Act of 1974. The Company reserved 800,000 shares of common stock for issuance under the 2016 ESPP. The 2016 ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 10% of their eligible compensation, subject to any plan limitations. The 2016 ESPP provides for six-month offering periods ending on May 31 and November 30 of each year. At the end of each offering period, employees are able to purchase shares at 85% of the fair market value of the Company’s common stock on the last day of the offering period. During the nine months ended September 30, 2024, 44,129 shares of common stock were purchased under the 2016 ESPP.

Employee Stock Incentive Plans

In October 2013, the Company implemented the 2013 Equity Incentive Plan (2013 Plan). In May 2023, the 2013 Plan was terminated, and no further awards may be issued under the plan. If an option granted under the 2013 Plan expires or terminates for any reason without having been fully exercised, if any shares of restricted stock are forfeited, or if any award terminates, expires or is settled without all or a portion of the shares of common stock covered by the award being issued, such shares will become available for issuance under the 2023 Equity Incentive Plan (2023 Plan).

The 2023 Plan was effective as of stockholder approval in May 2023. The 2023 Plan provides for grants of stock options and other stock-based awards, as well as cash-based performance awards. The 2023 Plan authorized the issuance of up to an aggregate of 4,850,000 shares of common stock. In May 2024, the board and stockholders of the Company approved an amendment to the 2023 Plan to increase the number of shares of common stock available for issuance thereunder by 2,000,000 shares. Accordingly, the maximum number of shares of common stock authorized for issuance under the 2023 Plan has been increased to 6,850,000 shares. If an option expires or terminates for any reason without having been fully exercised, if any

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shares of restricted stock are forfeited, or if any award terminates, expires or is settled without all or a portion of the shares of common stock covered by the award being issued, such shares are available for the grant of additional awards. However, any shares that are withheld (or delivered) to pay withholding taxes or to pay the exercise price of an option are not available for the grant of additional awards.

The following stock-based compensation expense was recognized for the periods indicated (in thousands):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Research and development			$	2,940					$	2,335					$	9,033					$	6,996
Selling, general and administrative			3,030						2,455						9,141						7,018
Total stock-based compensation expense			$	5,970					$	4,790					$	18,174					$	14,014

Employee stock options

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model using the assumptions in the following table for options issued during the period indicated:

			Nine Months Ended September 30,
			2024						2023
Expected dividend yield			0%						0%
Expected volatility			94.9% -115.7%						76.1% - 94.9%
Risk-free interest rate			3.5% - 4.7%						3.5% - 4.4%
Expected term			6.06 years						5.88 years

The following table summarizes stock option activity during the nine months ended September 30, 2024:

			Shares						Weighted- Average Exercise Price						Weighted-Average Remaining Contractual Term (Years)						Aggregate Intrinsic Value  (in thousands)
Outstanding, December 31, 2023			12,223,637						$	15.11					6.7
Granted			1,950,032						16.18
Exercised			(331,916)						9.41
Forfeited			(141,409)						11.64
Expired			(259,817)						22.09
Outstanding, September 30, 2024			13,440,527						$	15.30					6.4						$	18
As of September 30, 2024:
Exercisable			8,970,940						$	17.66					5.4						$	10
Vested and expected to vest			12,435,275						$	15.70					6.3						$	16

As of September 30, 2024, the total unrecognized compensation expense related to unvested stock options, net of related forfeiture estimates, was approximately $26.3 million, which the Company expects to recognize over a weighted-average period of approximately 1.4 years. The following table summarizes additional information on stock options (in thousands, except per share amounts):

									Nine Months Ended September 30,
															2024						2023
Weighted-average fair value per share of stock options granted															$	12.79					$	3.78
Total intrinsic value of stock options exercised															$	2,616					$	61
Total cash received for stock options exercised															$	3,122					$	87
Total grant date fair value of stock options vested															$	13,533					$	13,611

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Restricted Stock Units

Restricted stock units (RSUs) are valued based on the closing price of the Company’s common stock on the date of the grant. The fair value of RSUs is recognized and amortized on a straight-line basis over the requisite service period of the award.

The following table summarizes RSU activity during the nine months ended September 30, 2024:

			Shares						Weighted-Average Grant Date Fair Value
Outstanding, December 31, 2023			905,614						$	5.97
Granted			649,715						17.04
Vested			(477,681)						6.90
Forfeited			(27,904)						13.07
Outstanding, September 30, 2024			1,049,744						$	12.21

At September 30, 2024, there was $8.2 million of total unrecognized compensation cost related to unvested RSUs, which the Company expects to recognize over a remaining weighted-average period of approximately 1.5 years.

9. Commitments and Contingencies

In-licensing Arrangement

In January 2022, the Company entered into a non-exclusive license agreement with Synaffix B.V., a Lonza company, (Synaffix) to develop, manufacture and commercialize up to three antibody-drug conjugate targets using Synaffix’s proprietary technology. The Company made an upfront payment to Synaffix upon contract execution. In March 2023, the Company and Synaffix amended the agreement, adding four additional targets. Assuming all seven targets are successfully developed and commercialized, the Company would be obligated to pay up to $2.8 billion for development, regulatory and sales milestones. Finally, pursuant to the terms of this license agreement, as amended, upon commencement of commercial sales of any products developed from these targets, the Company would be required to pay Synaffix tiered royalties in the low‑single digit percentages on net sales of the respective products. The Company may terminate this agreement at any time with 30 days’ notice to Synaffix. Amounts paid to Synaffix under this agreement are recorded as research and development expense in the consolidated statement of operations. No expense was incurred under this agreement during the three months ended September 30, 2024 and 2023. During the nine months ended September 30, 2024 and 2023, the Company recorded expense of $3.4 million and $1.7 million, respectively, under this agreement.

Securities Litigation

On July 26, 2024, a putative securities class action suit, entitled Crain v. MacroGenics, Inc. (Case No. 24-cv-02184), was filed in the U.S. District Court for the District of Maryland against the Company and Scott Koenig, the Company’s President, Chief Executive Officer and a member of the Company’s Board of Directors, alleging violations of securities laws during 2024. The suit asserts certain claims under Section 10 and Rule 10b-5 of the Securities and Exchange Act of 1934 based on alleged misstatements or omissions concerning the Company's TAMARACK Phase 2 study of vobramitamab duocarmazine in patients with metastatic castration-resistant prostate cancer. The Company plans to vigorously defend against these claims. Currently, no reserve has been established for any potential liability related to this suit.

10. Net Income (Loss) Per Share

Basic income (loss) per common share is determined by dividing income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted income (loss) per share is computed by dividing the income (loss) attributable to common stockholders by the weighted-average number of common stock equivalents outstanding for the period. The treasury stock method is used to determine the dilutive effect of the Company's stock option grants and RSUs. 14,235,295 stock options and RSUs (common stock equivalents) were excluded from the calculation of diluted income per share for the three months ended September 30, 2024, because their inclusion would have been anti-dilutive. 12,607,056 and 12,514,638 stock options and RSUs (common stock equivalents) were excluded from the calculation of diluted income per share for the three and nine months ended September 30, 2023, respectively, because their inclusion would have been anti-dilutive.

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Basic and diluted income (loss) per common share is computed as follows (in thousands except share and per share data):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2024						2023						2024						2023
Numerator:
Net income (loss) used for calculation of basic and diluted EPS			$	56,309					$	17,554					$	(51,545)					$	37,014
Denominator:
Weighted average shares outstanding, basic			62,744,005						61,980,680						62,566,723						61,890,824
Effect of dilutive securities:
Stock options and restricted stock units			121,836						263,922						—						199,519
Weighted average shares outstanding, diluted			62,865,841						62,244,602						62,566,723						62,090,343
Net income (loss) per share, basic			$	0.90					$	0.28					$	(0.82)					$	0.60
Net income (loss) per share, diluted			$	0.90					$	0.28					$	(0.82)					$	0.60

11. Subsequent Event

On October 22, 2024, the Company announced it entered into an agreement with TerSera under which TerSera will acquire global rights to MARGENZA. Included in the agreement is the sale of the MARGENZA inventory, which is recorded at cost on the Consolidated Balance Sheets and disclosed in the notes to the consolidated financial statements. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions. Pursuant to the agreement, the Company will receive $40.0 million at closing, and is eligible to receive sales milestone payments of up to an aggregate of $35.0 million. The Company expects to pay an $8.0 million amendment fee to its current commercialization partner during the fourth quarter of 2024. No gains or losses have been recognized as of September 30, 2024 as a result of this transaction. Additionally, the sale of MARGENZA will not constitute discontinued operations.

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ITEM 2.			MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations is based upon our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q, which have been prepared by us in accordance with U.S. generally accepted accounting principles (GAAP), for interim periods and with Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended. This discussion and analysis should be read in conjunction with these unaudited consolidated financial statements and the notes thereto as well as in conjunction with our audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. 

Overview

We are a biopharmaceutical company focused on discovering, developing, manufacturing and commercializing innovative antibody-based therapeutics for the treatment of cancer. We have a pipeline of product candidates designed to target either various tumor-associated antigens or immune checkpoint molecules. These candidates are being evaluated in clinical trials sponsored by us or our collaborators or are in preclinical development. Our clinical product candidates include multiple oncology programs which have either been created using our proprietary, antibody-based technology platforms or enabled through our technology licensing arrangements with other companies. We believe our product candidates have the potential, if approved for marketing by regulatory authorities, to have a meaningful effect on treating patients' unmet medical needs as monotherapy or, in some cases, in combination with other therapeutic agents. To date, three products originating from our pipeline of proprietary or partnered product candidates have received U.S. Food and Drug Administration (FDA) approval. In March 2021, we and our commercialization partner commenced U.S. marketing of MARGENZA (margetuximab-cmkb), a human epidermal growth factor receptor 2 (HER2) antagonist indicated, in combination with chemotherapy, for the treatment of adult patients with metastatic HER2-positive breast cancer who have received two or more prior anti-HER2 regimens, at least one of which was for metastatic disease. In November 2022, the FDA approved TZIELD® (teplizumab-mzwv) to delay the onset of Stage 3 Type 1 Diabetes (T1D) in adult and pediatric patients aged 8 years and older with Stage 2 T1D. Teplizumab was acquired from us by Provention Bio, Inc. (Provention) in 2018, pursuant to an asset purchase agreement (Provention APA). In March 2023, the FDA approved ZYNYZ® (retifanlimab-dlwr), a humanized monoclonal antibody targeting programmed death receptor-1 (PD-1). Retifanlimab was previously developed by us and licensed to Incyte Corporation (Incyte) pursuant to an exclusive global collaboration and license agreement in October 2017 (Incyte License Agreement).

Our operations to date have concentrated on developing our technology platforms, identifying potential product candidates, undertaking preclinical studies, conducting clinical trials, developing collaborations, operating manufacturing facilities, business planning and raising capital. We only began generating revenues from the sale of products in 2021. We have financed our operations primarily through the public and private offerings of our securities, and collaborations with other biopharmaceutical companies. Although it is difficult to predict our funding requirements, we anticipate that our cash, cash equivalents and marketable securities as of September 30, 2024, combined with the $40.0 million expected at closing of the TerSera transaction for the sale of MARGENZA (see Note 11, Subsequent Event, of the notes to Consolidated Financial Statements, for additional information), less an $8.0 million amendment fee to be paid to our current commercialization partner, plus anticipated and potential collaboration payments, contract manufacturing revenue, and royalties, should enable us to fund our operations into 2026. Our expected funding requirements reflect anticipated expenditures related to the ongoing Phase 2 TAMARACK clinical trial of vobramitamab duocarmazine (vobra duo) in metastatic castration-resistant prostate cancer (mCRPC), our ongoing Phase 2 LORIKEET study of lorigerlimab in mCRPC as well as our other clinical and preclinical studies currently ongoing.

Through September 30, 2024, we had an accumulated deficit of $1.2 billion. We expect that over the next several years this deficit will increase as we continue to incur research and development expense in connection with our ongoing activities and several clinical studies. 

Macroeconomic Conditions

The global economy, credit markets and financial markets have and may continue to experience significant volatility as a result of significant worldwide events, including adverse events involving financial institutions or the financial services industry, inflation and geopolitical upheaval (collectively, the Macroeconomic Conditions). These Macroeconomic Conditions have and may continue to create supply chain disruptions, inventory disruptions, and fluctuations in economic growth, including fluctuations in employment rates, inflation, energy prices and consumer sentiment. It remains difficult to assess or predict the ultimate duration and economic impact of the Macroeconomic Conditions. Prolonged uncertainty with respect to Macroeconomic Conditions could cause further economic slowdown or cause other unpredictable events, each of which could adversely affect our business, results of operations or financial condition.

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Collaborations

We pursue a balanced approach between product candidates that we develop ourselves and those that we develop with our collaborators. Under our strategic collaborations to date, we have received significant non-dilutive funding and continue to have rights to additional funding upon completion of certain research, achievement of key product development milestones and royalties and other payments upon the commercial sale of products. Our current collaborations include the following:

•Incyte. We have an exclusive global collaboration and license agreement with Incyte for retifanlimab, an investigational monoclonal antibody that inhibits PD-1. Under this agreement, as amended, Incyte has obtained exclusive worldwide rights for the development and commercialization of retifanlimab in all indications, while we retain the right to develop our pipeline assets in combination with retifanlimab. We received an upfront payment of $150.0 million and milestone payments totaling $215.0 million from Incyte through September 30, 2024, including $100.0 million received in August 2024. We are eligible to receive up to an additional $210.0 million in development and regulatory milestones and $330.0 million in commercial milestones. We receive tiered royalties of 15% to 24% on any global net sales and we have the option to co-promote retifanlimab with Incyte. We retain the right to develop our pipeline assets in combination with retifanlimab, with Incyte commercializing retifanlimab and us commercializing our asset(s), if any such potential combinations are approved. We also have an agreement with Incyte under which we are to perform development and manufacturing services for Incyte's clinical needs of retifanlimab (Incyte Clinical Supply Agreement) and another agreement under which we are entitled to manufacture a portion of Incyte’s global commercial supply of retifanlimab (Incyte Commercial Supply Agreement).

•Gilead. In 2022, we and Gilead Sciences, Inc. (Gilead) entered into an exclusive option and collaboration agreement (Gilead Agreement) to develop and commercialize MGD024 and create bispecific cancer antibodies using our DART platform and undertake their early development under a maximum of two separate bispecific cancer target research programs. Under the Gilead Agreement, we will continue the ongoing phase 1 trial for MGD024 according to a development plan, during which Gilead will have the right to exercise an option granted to Gilead to obtain an exclusive license to develop and commercialize MGD024 and other bispecific antibodies of ours that bind CD123 and CD3 (CD123 Option). The agreement also granted Gilead the right, within its first two years, to nominate a bispecific cancer target set for up to two research programs conducted by us and to exercise separate options to obtain an exclusive license for the development, commercialization and exploitation of molecules created under each research program (Research Program Option). As part of the Gilead Agreement, Gilead paid us a non-refundable upfront payment of $60.0 million and we will be eligible to receive up to $1.7 billion in target nomination, option fees, and development, regulatory and commercial milestones, assuming Gilead exercises the CD123 Option and Research Program Option, successfully develops and commercializes MGD024 or other CD123 products developed under the agreement, and products result from the two additional research programs. Assuming exercise of the CD123 Option, we will also be eligible to receive tiered, low double-digit royalties on worldwide net sales of MGD024 (or other CD123 products developed under the agreement) and assuming exercise of the Research Program Option, a flat royalty on worldwide net sales of any products resulting from the two research programs. In 2023, Gilead nominated the first of the two research programs contemplated in the Gilead Agreement (First Research Program) and paid us a $15.7 million nomination fee. We granted Gilead a research license, and the parties agreed on a research plan for the First Research Program under which we will provide research and development services. In January 2024, the parties amended the Gilead Agreement to revise certain matters related to intellectual property in the performance of the research plans under the agreement. In June 2024, Gilead paid us variable consideration totaling $3.3 million upon achievement of a research plan milestone. On August 30, 2024, the parties entered into a second letter agreement under which Gilead will pay us to conduct certain research and which extends the period for Gilead to select its second research target combination.

Critical Accounting Estimates

Our critical accounting estimates are policies which require the most significant judgments and estimates in the preparation of our consolidated financial statements. A summary of our critical accounting estimates is presented in Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes with respect to our critical accounting estimates during the nine months ended September 30, 2024.

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Results of Operations

Revenue

The following represents a comparison of our revenue for the three and nine months ended September 30, 2024 and 2023 (dollars in millions):

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2024						2023						Change						%						2024						2023						Change						%
Collaborative and other agreements			$	101.4					$	0.9					$	100.5					NM						$	105.2					$	24.0					$	81.2					338		%
Product sales, net			4.2						4.7						(0.5)						(11)		%				14.3						13.2						1.1						8		%
Contract manufacturing			4.5						4.5						—						—		%				9.7						9.7						—						—		%
Government agreements			0.6						0.3						0.3						100		%				1.4						1.1						0.3						27		%
Total revenue			$	110.7					$	10.4					$	100.3					NM						$	130.6					$	48.0					$	82.6					172		%

NM: Not meaningful

The increase in revenue of $100.3 million for the three months ended September 30, 2024 compared to the three months ended September 30, 2023 was primarily due to the $100.0 million milestone recognized under the Incyte License Agreement.

The increase in revenue of $82.6 million for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023 was primarily due to a net increase of $85.0 million in revenue recognized due to milestone payments received under the Incyte License Agreement.

Revenue from collaborative and other agreements may vary substantially from period to period depending on the progress made by our collaborators with their product candidates and the timing of milestones achieved under current agreements, and whether we enter into additional collaboration agreements. Following the sale of MARGENZA to TerSera, we will no longer receive revenue from MARGENZA net product sales.

Cost of Product Sales

For the three months ended September 30, 2024 and 2023, cost of product sales was $0.2 million and $0.1 million, respectively. Cost of product sales was $0.6 million and $0.5 million for the nine months ended September 30, 2024 and 2023, respectively. Cost of product sales consists primarily of product royalties and fill finish costs. Product sold during both periods consisted of drug product that was previously charged to research and development expense prior to FDA approval of MARGENZA, which favorably impacted our gross margin.

Cost of Manufacturing Services

For the three months ended September 30, 2024 and 2023, cost of manufacturing services was $1.7 million and $3.3 million, respectively. Cost of manufacturing services was $6.2 million and $7.6 million for the nine months ended September 30, 2024 and 2023, respectively. Cost of manufacturing services includes process development costs and costs to produce bulk drug substance for our contract development and manufacturing customers. We expect cost of manufacturing services to vary from period to period based on the agreed-upon manufacturing schedule.

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Research and Development Expense

The following represents a comparison of our research and development expense for the three and nine months ended September 30, 2024 and 2023 (dollars in millions):

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2024						2023						Change						%						2024						2023						Change						%
Vobramitamab duocarmazine			$	10.5					$	6.5					$	4.0					62		%				$	32.2					$	28.0					$	4.2					15		%
Lorigerlimab			6.3						6.2						0.1						2		%				26.9						21.6						5.3						25		%
Preclinical antibody-drug conjugates (ADCs)			5.5						1.5						4.0						267		%				14.8						5.6						9.2						164		%
MGC028			4.3						4.1						0.2						5		%				20.2						7.7						12.5						162		%
MGC026			3.0						2.3						0.7						30		%				10.9						11.9						(1.0)						(8)		%
MGD024			2.3						1.2						1.1						92		%				7.3						4.7						2.6						55		%
Margetuximab			2.1						3.3						(1.2)						(36)		%				8.1						12.9						(4.8)						(37)		%
Next-generation T-cell engagers (a)			2.0						2.1						(0.1)						(5)		%				6.6						8.1						(1.5)						(19)		%
Enoblituzumab			0.7						0.1						0.6						600		%				1.4						2.4						(1.0)						(42)		%
Retifanlimab			0.4						0.2						0.2						100		%				1.7						0.7						1.0						143		%
Other programs (a) (b)			3.4						2.6						0.8						31		%				8.2						15.6						(7.4)						(47)		%
Total research and development expense			$	40.5					$	30.1					$	10.4					35		%				$	138.3					$	119.2					$	19.1					16		%

(a) Includes research and discovery projects, as well as early preclinical molecules and molecules not advanced to clinical development.

(b) Includes discontinued projects.

Our research and development expense for the three months ended September 30, 2024 increased by $10.4 million compared to the three months ended September 30, 2023 primarily due to:

•increased vobra duo development costs and clinical trial costs related to TAMARACK;

•increased development costs for preclinical ADCs; and

•increased development and clinical costs related to MGD024.

These increases were offset by decreased development and clinical trial costs related to margetuximab.

Our research and development expense for the nine months ended September 30, 2024 increased by $19.1 million compared to the nine months ended September 30, 2023 primarily due to:

•    increased development, manufacturing and IND-enabling costs related to MGC028;

•increased development costs for preclinical ADCs;

•increased clinical trial costs related to lorigerlimab;

•increased vobra duo development costs and clinical trial costs related to TAMARACK; and

•increased development and clinical costs related to MGD024.

These increases were offset by:

•decreased development, manufacturing and clinical trial costs related to discontinued projects;

•decreased development and clinical trial costs related to margetuximab;

•decreased development costs related to t-cell engagers;

•decreased development costs related to MGC026; and

•decreased clinical trial costs related to enoblituzumab.

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There are uncertainties associated with our research and development expenses for future quarters which are impacted by multiple variables, including timing of wind down activities for recently closed studies and current and expected expenditures associated with our ongoing clinical studies.

Selling, General and Administrative Expense

Selling, general and administrative expenses were $14.1 million and $12.4 million for the three months ended September 30, 2024 and 2023, respectively. For the nine months ended September 30, 2024 and 2023, selling, general and administrative expenses were $43.2 million and $39.6 million, respectively. The increase for both periods is primarily due to increased stock-based compensation expense and professional fees.

Gain on Royalty Monetization Arrangement

During the nine months ended September 30, 2023, we entered into a tripartite agreement with DRI Healthcare Acquisitions LP (DRI) and Sanofi S.A. (Sanofi), whereby we consented to the sale of DRI’s royalty interest in TZIELD and the related milestone payment obligations to Sanofi. The execution of the tripartite agreement resulted in a modification to the liability related to future royalties, and we recognized a $100.9 million gain on royalty monetization arrangement. Sanofi then reported achievement of the primary endpoint milestone event related to a $50.0 million milestone, which resulted in an additional $50.0 million gain on royalty monetization arrangement. In connection with the tripartite agreement, we amended the Provention APA and terminated the Royalty Purchase Agreement with DRI.

Liquidity and Capital Resources

Cash Flows

The following table represents a summary of our cash flows for the nine months ended September 30, 2024 and 2023:

			Nine Months Ended September 30,
			2024						2023
			(dollars in millions)
Net cash provided by (used in):
Operating activities			$	(30.0)					$	(50.2)
Investing activities			107.8						(118.9)
Financing activities			0.8						150.1
Net change in cash and cash equivalents			$	78.6					$	(19.0)

Operating Activities

Net cash used in operating activities consists of our net income (loss) adjusted for non-cash items such as depreciation and amortization expense and stock-based compensation and changes in working capital. Net cash used in operating activities for the nine months ended September 30, 2024 benefited from $100.0 million in milestones received from Incyte under the Incyte License Agreement. Net cash used in operating activities for the nine months ended September 30, 2023 benefited from $15.0 million in milestones received from Incyte under the Incyte License Agreement.

Investing Activities

Net cash provided by investing activities during the nine months ended September 30, 2024 is primarily due to maturities of marketable securities, partially offset by purchases of marketable securities. Net cash used in investing activities during the nine months ended September 30, 2023 is primarily due to purchases of marketable securities, partially offset by maturities of marketable securities.

Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2024 includes proceeds from stock option exercises and ESPP purchases, offset by taxes paid related to net share settlement of equity awards. Net cash provided by financing activities for the nine months ended September 30, 2023 includes net cash proceeds from our Royalty Purchase Agreement with DRI of $149.7 million.

Our multiple product candidates currently under development will require significant additional research and

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development efforts that include extensive preclinical studies and clinical testing, and regulatory approval prior to commercial use. Our future success is dependent on our ability to identify and develop our product candidates, and ultimately upon our ability to attain profitable operations. We have devoted substantially all of our financial resources and efforts to research and development and general and administrative expense to support such research and development. Net losses and negative cash flows have had, and will continue to have, an adverse effect on our stockholders’ equity and working capital, and accordingly, our ability to execute our future operating plans.

As a biotechnology company, we have primarily funded our operations with proceeds from the sale of our common stock in equity offerings and revenue from our multiple collaboration agreements. Management regularly reviews our available liquidity relative to our operating budget and forecast to monitor the sufficiency of our working capital, and anticipates continuing to draw upon available sources of capital, including equity and debt instruments, to support our product development activities. There can be no assurances that new sources of capital will be available to us on commercially acceptable terms, if at all. Also, any future collaborations, strategic alliances and marketing, distribution or licensing arrangements may require us to give up some or all rights to a product or technology at less than its full potential value. If we are unable to enter into new arrangements or to perform under current or future agreements or obtain additional capital, we will assess our capital resources and may be required to delay, reduce the scope of, or eliminate one or more of our product research and development programs or clinical studies, and/or downsize our organization. Although it is difficult to predict our funding requirements, we anticipate that our cash, cash equivalents and marketable securities as of September 30, 2024, combined with $40.0 million expected at closing of the TerSera transaction for the sale of MARGENZA, less an $8.0 million amendment fee to be paid to our current commercialization partner, plus anticipated and potential collaboration payments, contract manufacturing revenue, and royalties, should enable us to fund our operations into 2026. Our expected funding requirements reflect anticipated expenditures related to the ongoing Phase 2 TAMARACK clinical trial of vobra duo in mCRPC, our ongoing Phase 2 LORIKEET study of lorigerlimab in mCRPC as well as our other clinical and preclinical studies currently ongoing.

Material Cash Requirements

During the nine months ended September 30, 2024, there were no significant changes to our material cash requirements, including contractual and other obligations, as presented in Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 As of September 30, 2024, our exposure to market risk has not changed materially since December 31, 2023. For more information on financial market risks related to changes in interest rates, reference is made to Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" contained in Part II of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 7, 2024.

ITEM 4.			CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, including our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) as of September 30, 2024. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in our periodic reports filed with the SEC (such as this Quarterly Report on Form 10-Q) has been appropriately recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Based on their evaluation of our disclosure controls and procedures as of September 30, 2024, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective at the reasonable assurance level.

Changes in Internal Control

There were no changes in our internal control over financial reporting during the three months ended September 30, 2024 that materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.			Legal Proceedings

The information set forth under Note 9 - Commitments and Contingencies contained in the “Notes to Consolidated Financial Statements” in this Quarterly Report on Form 10-Q is incorporated herein by reference.

In the ordinary course of business, we are or may be involved in various legal or regulatory proceedings, claims or class actions related to alleged patent infringements and other intellectual property rights, or alleged violation of commercial, corporate, securities, labor and employment, and other matters incidental to our business. We do not currently, however, expect such legal proceedings to have a material adverse effect on our business, financial condition or results of operations. However, depending on the nature and timing of a given dispute, an eventual unfavorable resolution could materially affect our current or future results of operations or cash flows.

Item 1A.			Risk Factors

Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and trading price of our securities. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors described in Part I, Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There have been no material changes in the risk factors described in Item 1A. "Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, aside from the risk factor included below:

Risks Related to Employee Matters and Human Capital Management

Our future success depends on our ability to retain key executives and to attract, retain and motivate qualified personnel.

We are highly dependent on the research and development, clinical and business development expertise of certain of our executive officers and other key employees. Although we have entered into employment agreements with our executive officers, each of them may terminate their employment with us at any time. The loss of the services of our executive officers or other key employees could impede the achievement of our research, development, manufacturing and commercialization objectives and seriously harm our ability to successfully implement our business strategy.

In October 2024, we announced the separation of our President and Chief Executive Officer, Dr. Scott Koenig, effective February 28, 2025, and the appointment of a special executive search committee of the Board to identify a new Chief Executive Officer for our company.  Although we intend to navigate this transition effectively and the identification of a new Chief Executive Officer is intended to be in the best interest of our company and our stockholders, as we navigate Dr. Koenig’s separation and the hiring of a new Chief Executive Officer, the uncertainty during the transition period may increase the risks of employee departures, which may also result in the loss of institutional or technical knowledge, which may adversely affect our business.

Recruiting and retaining qualified scientific, clinical, manufacturing and other personnel will also be critical to our success. For example, we have experienced employee turnover, consistent with the broader American economy, and we may continue to experience employee turnover in the future that may have an adverse effect on our business strategy. New hires require significant training and, in most cases, take significant time before they achieve full productivity. New employees may not become as productive as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals. Furthermore, replacing executive officers and key employees may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to successfully develop, gain regulatory approval of and commercialize products. Competition to hire from this limited pool is intense, and we may be unable to hire, train, retain or motivate these key personnel on acceptable terms given the competition among numerous pharmaceutical and biotechnology companies for similar personnel. We also experience competition for the hiring of scientific and clinical personnel from universities and research institutions. Such competition may increase due to the recent move by companies to offer a remote or hybrid work environment. In addition, we rely on consultants and advisors, including scientific and clinical advisors, to assist us in formulating our research and development and commercialization strategy. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us. If we are unable to continue to attract and retain high quality personnel, motivate existing employees, or maintain our corporate culture in a hybrid or remote work environment and in the midst of higher turnover, our ability to pursue our growth strategy will be limited. Additionally, we continue to monitor the U.S. Federal Trade Commission’s final rule that would generally prohibit post-employment non-compete clauses (or other clauses with

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comparable effect) in agreements between employers and their employees. If this rule goes into effect, or if we fail to adequately address any of the issues referred to above, it could adversely impact our ability to recruit and retain our skilled employees which may result in a material adverse effect on our business, operating results and financial condition.

Item 5.			Other Information

10b5-1 Trading Plans

During the three months ended September 30, 2024, the following Section 16 officers and directors adopted, modified or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):

•Eric Risser, Chief Operating Officer, adopted a new trading plan on September 25, 2024 (with the first trade possible under the new plan no sooner than December 26, 2024). The trading plan will be effective until December 24, 2025 and covers the potential sale of up to 320,333 shares of the Company's common stock.

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Item 6.			Exhibits

10.1+*			Fourth Amendment to the Collaboration and License Agreement by and between the Company and Incyte Corporation, Inc., dated July 24, 2024
10.2+*			Second Letter Agreement by and between the Company and Gilead Sciences, Inc., dated August 30, 2024
31.1*			Rule 13a-14(a) Certification of Principal Executive Officer
31.2*			Rule 13a-14(a) Certification of Principal Financial Officer
32.1**			Section 1350 Certification of Principal Executive Officer
32.2**			Section 1350 Certification of Principal Financial Officer
101.INS			XBRL Instance Document
101.SCH			XBRL Schema Document
101.CAL			XBRL Calculation Linkbase Document
101.DEF			XBRL Definition Linkbase Document
101.LAB			XBRL Labels Linkbase Document
101.PRE			XBRL Presentation Linkbase Document
104			Cover Page Interactive Data (formatted as Inline XBRL and contained in Exhibit 101 filed herewith)

+ Portions of this document (indicated by “[***]” have been omitted because they are not material and are the type that MacroGenics, Inc. treats as private and confidential.

*     Filed herewith

**     Furnished herewith

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SIGNATURES

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 thereunto duly authorized.

			MACROGENICS, INC.
			BY:			/s/ Scott Koenig
						Scott Koenig, M.D., Ph.D.
						President and Chief Executive Officer
						(Principal Executive Officer)
			BY:			/s/ James Karrels
						James Karrels
						Senior Vice President and Chief Financial Officer
						(Principal Financial Officer)
Dated: November 5, 2024