UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31, 2019
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number 001-36112
(Exact name of registrant)
| (State of organization) | (I.R.S. Employer Identification Number) | |||||||
(Address of principal executive offices and zip code)
(301 ) 251-5172
(Registrant's telephone number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
The aggregate market value of the registrant's common stock, par value $0.01 per share, held by non-affiliates of the registrant on June 28, 2019, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $829.7 million based on the closing price of the registrant's common stock on the Nasdaq Global Select Market on that date. Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of management or policies of the registrant, or that such person is controlled by or under common control with the registrant.
The number of shares of the registrant's common stock outstanding on February 21, 2020 was 48,984,218 .
DOCUMENTS INCORPORATED BY REFERENCE
Explanatory Note
Unless otherwise specified, references in this amendment to the annual report to “MacroGenics”, "Company", “we”, “us” and “our” refer to MacroGenics, Inc. and its consolidated subsidiaries.
This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K/A amends the annual report on Form 10-K of MacroGenics, Inc. for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission ("SEC") on February 25, 2020 (the “Original Filing”).
We are filing this Amendment No. 1 to correct a clerical error in Item 6. Selected Financial Data. Specifically, in our Original Filing, we erroneously included consolidated statement of operations and comprehensive loss data for the years ended December 31, 2015 and 2014 in the tabular columns labeled for the years ended December 31, 2016 and 2015. In addition, we erroneously included consolidated balance sheet data as of December 31, 2016, 2015 and 2014 in the tabular columns labeled for the years ended December 31, 2017, 2016 and 2015. As a result, this Amendment No. 1 updates Item 6, Selected Financial Data, to accurately reflect the consolidated statement of operations and comprehensive loss data for the years ended December 31, 2016 and 2015 and the consolidated balance sheet data as of December 31, 2017, 2016 and 2015.
This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, the information required by Item 6 of Form 10-K, a signature page and the certifications required to be filed as exhibits.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Item 6, Selected Financial Data, of the Original Filing is hereby amended and restated in its entirety. This Amendment No. 1 should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
This Amendment No. 1 does not reflect events occurring after the filing of the Original Filing, and, except as described above, does not modify or update any other disclosures.
MACROGENICS, INC.
ANNUAL REPORT ON FORM 10-K/A
TABLE OF CONTENTS
| Item 6 | |||||
| Item 15 | |||||
PART II
ITEM 6. SELECTED FINANCIAL DATA
The consolidated statement of operations and comprehensive loss data for the years ended December 31, 2019, 2018 and 2017 and the consolidated balance sheet data as of December 31, 2019 and 2018 presented below have been derived from our audited consolidated financial statements and footnotes included elsewhere in this Annual Report on Form 10-K. The consolidated statement of operations and comprehensive loss data for the years ended December 31, 2016 and 2015 and the consolidated balance sheet data as of December 31, 2017, 2016 and 2015 have been derived from our audited consolidated financial statements which are not included herein. Historical results are not necessarily indicative of future results. The following data should be read in conjunction with Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
| Year Ended December 31, | |||||||||||||||||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||||||||||||
| (in thousands, except share and per share data) | |||||||||||||||||||||||||||||
| Statement of Operations Data: | |||||||||||||||||||||||||||||
| Total revenues | $ | 64,188 | $ | 60,121 | $ | 157,742 | $ | 91,880 | $ | 100,854 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||||||||
| Research and development | 195,309 | 190,827 | 147,232 | 122,091 | 98,271 | ||||||||||||||||||||||||
| General and administrative | 46,064 | 40,500 | 32,653 | 29,831 | 22,765 | ||||||||||||||||||||||||
| Total costs and expenses | 241,373 | 231,327 | 179,885 | 151,922 | 121,036 | ||||||||||||||||||||||||
| Loss from operations | (177,185) | (171,206) | (22,143) | (60,042) | (20,182) | ||||||||||||||||||||||||
| Other income (expense) | 25,374 | (247) | 2,517 | 1,514 | 42 | ||||||||||||||||||||||||
| Net loss | (151,811) | (171,453) | (19,626) | (58,528) | (20,140) | ||||||||||||||||||||||||
| Other comprehensive loss: | |||||||||||||||||||||||||||||
| Unrealized gain (loss) on investments | 19 | 58 | 21 | (77) | (5) | ||||||||||||||||||||||||
| Comprehensive loss | $ | (151,792) | $ | (171,395) | $ | (19,605) | $ | (58,605) | $ | (20,145) | |||||||||||||||||||
| Basic and diluted net loss per common share | $ | (3.16) | $ | (4.19) | $ | (0.54) | $ | (1.69) | $ | (0.63) | |||||||||||||||||||
| Basic and diluted weighted average number of common shares | 48,082,728 | 40,925,318 | 36,095,080 | 34,685,274 | 31,801,645 | ||||||||||||||||||||||||
| As of December 31, | |||||||||||||||||||||||||||||
| 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| Balance Sheet Data: | |||||||||||||||||||||||||||||
| Cash, cash equivalents and marketable securities | $ | 215,756 | $ | 232,863 | $ | 305,121 | $ | 284,982 | $ | 339,049 | |||||||||||||||||||
| Total assets | 312,501 | 332,130 | 373,883 | 311,263 | 359,269 | ||||||||||||||||||||||||
| Deferred revenue | 19,853 | 40,722 | 20,839 | 14,306 | 18,497 | ||||||||||||||||||||||||
| Total stockholders' equity | 230,628 | 242,877 | 299,238 | 268,751 | 313,337 | ||||||||||||||||||||||||
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (3) Exhibits
The exhibits filed as part of this Amendment No. 1 to the Annual Report on Form 10-K/A are set forth on the Exhibit Index, which is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities 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 CEO and Director | ||||||||
Date: March 2, 2020
EXHIBIT INDEX
Exhibit No. | Description | |||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 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) | |||||||
EXHIBIT 31.1
I, Scott Koenig, certify that:
1.I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of MacroGenics, Inc. (this “Report”); and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report.
| /s/ Scott Koenig | ||||||||
| Scott Koenig, M.D., Ph.D. | ||||||||
President and Chief Executive Officer (Principal Executive Officer) | ||||||||
Date: March 2, 2020
EXHIBIT 31.2
I, James Karrels, certify that:
1.I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of MacroGenics, Inc. (this “Report”); and
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report.
| /s/ James Karrels | ||||||||
| James Karrels | ||||||||
Senior Vice President and Chief Financial Officer (Principal Financial Officer) | ||||||||
Date: March 2, 2020