Marker Therapeutics Files 8-K: Material Agreement, Other Events

TL;DR

Marker Therapeutics signed a big deal, filed financials. Watch this space.

AI Summary

On December 19, 2024, Marker Therapeutics, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported other events and filed financial statements and exhibits.

Why It Matters

This filing indicates significant corporate activity for Marker Therapeutics, potentially involving new partnerships, financing, or strategic shifts that could impact its future operations and stock.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could be positive or negative depending on its terms, introducing uncertainty.

Key Players & Entities

• Marker Therapeutics, Inc. (company) — Registrant
• December 19, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 001-37939 (identifier) — Commission File Number
• TAPIMMUNE INC. (company) — Former Company Name
• GENEMAX CORP (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share MRKR The Nasdaq Stock Mar
• $16.1 m — s expected to provide gross proceeds of $16.1 million, before deducting placement agent
• $3.20 — of common stock, at a purchase price of $3.20 per share (or $3.199 per pre-funded war
• $3.199 — a purchase price of $3.20 per share (or $3.199 per pre-funded warrant in lieu thereof)
• $4.03 — warrants will have an exercise price of $4.03 per share. In connection therewith, at

Filing Documents

• tm2431560d1_8k.htm (8-K) — 27KB
• tm2431560d1_ex10-1.htm (EX-10.1) — 309KB
• tm2431560d1_ex99-1.htm (EX-99.1) — 25KB
• tm2431560d1_ex99-2.htm (EX-99.2) — 15KB
• tm2431560d1_ex99-2img002.jpg (GRAPHIC) — 4KB
• 0001104659-24-130002.txt ( ) — 646KB
• mrkr-20241219.xsd (EX-101.SCH) — 3KB
• mrkr-20241219_lab.xml (EX-101.LAB) — 33KB
• mrkr-20241219_pre.xml (EX-101.PRE) — 22KB
• tm2431560d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 19, 2024, Marker Therapeutics, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with various investors for a private placement that is expected to provide gross proceeds of $16.1 million, before deducting placement agent fees and other expenses. In connection therewith, the Company is expected to sell 5,031,250 shares of its common stock (or pre-funded warrants in lieu thereof) and accompanying warrants to purchase up to 5,031,250 shares of common stock, at a purchase price of $3.20 per share (or $3.199 per pre-funded warrant in lieu thereof). The pre-funded warrants and the accompanying warrants will be exercisable upon shareholder approval, in compliance with Nasdaq rules and regulations, and have a term of five years commencing upon shareholder approval. The pre-funded warrants will be exercisable at a price of $0.001 per share and the accompanying warrants will have an exercise price of $4.03 per share. In connection therewith, at the closing of the private placement, the Company is anticipated to enter into a registration rights agreement, pursuant to which the Company will be obligated to register the resale of the shares of common stock issued in the offering along with the shares of common stock underlying the pre-funded warrants and the common warrants. Additionally, at the closing, the Company will enter into voting agreements with certain shareholders pursuant to which they will agree to vote in favor of the approval of the shares to be issued in the offering. The transaction is expected to close on December 23, 2024, subject to the satisfaction of customary closing conditions.

01. Other Information

Item 8.01. Other Information On December 19, 2024, the Company issued a press release providing a clinical update on MT-601, in patients with relapsed lymphoma. MT-601 is the Company's lead product. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Additionally, on December 19, 2024, the Company issued a press release announcing that it had entered into the Securities Purchase Agreement.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement dated December 19, 2024 99.1 Press release, dated December 19, 2024. 99.2 Press release, dated December 19, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Marker Therapeutics, Inc. Dated: December 19, 2024 By: /s/ Juan Vera Juan Vera President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR