Marker Therapeutics Files 8-K: Material Agreement & Equity Sales

TL;DR

Marker Therapeutics inked a material deal and sold equity, filing the details today.

AI Summary

Marker Therapeutics, Inc. announced on December 23, 2024, that it entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. This filing follows a period where the company was formerly known as TAPIMMUNE INC. and GENEMAX CORP.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Marker Therapeutics, Inc. (company) — Registrant
• TAPIMMUNE INC. (company) — Former Company Name
• GENEMAX CORP (company) — Former Company Name
• 20241223 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share MRKR The Nasdaq Stock Mar
• $16.1 m — he Private Placement were approximately $16.1 million, before deducting placement agent
• $4.00 — ment Warrants have an exercise price of $4.00 per share. In connection with the Priv
• $5 million — Fee Investors "), (ii) 3% of the first $5 million of aggregate gross proceeds of the Priv

Filing Documents

• tm2431905d1_8k.htm (8-K) — 35KB
• tm2431905d1_ex4-1.htm (EX-4.1) — 160KB
• tm2431905d1_ex4-2.htm (EX-4.2) — 190KB
• tm2431905d1_ex10-1.htm (EX-10.1) — 309KB
• tm2431905d1_ex10-2.htm (EX-10.2) — 179KB
• 0001104659-24-131322.txt ( ) — 1250KB
• mrkr-20241223.xsd (EX-101.SCH) — 3KB
• mrkr-20241223_lab.xml (EX-101.LAB) — 33KB
• mrkr-20241223_pre.xml (EX-101.PRE) — 22KB
• tm2431905d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on December 19, 2024, Marker Therapeutics, Inc. (the "Company") entered into a securities purchase agreement (the " Securities Purchase Agreement ") with various investors for the issuance and sale in a private placement (the "Private Placement") of (i) 1,783,805 shares of Common Stock par value $0.001 per share (the " Common Stock "), (ii) Series A Warrants to acquire 5,031,250 shares of Common Stock (the " Private Placement Warrants ") and (iii) partially prepaid warrants to acquire 3,248,445 additional shares of Common Stock (the " Pre-Funded Warrants ", and together with the Private Placement Warrants, the " Warrants "). The Private Placement closed on December 23, 2024. The gross proceeds to the Company from the Private Placement were approximately $16.1 million, before deducting placement agent fees and offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for general corporate purposes and working capital. Pursuant to the Securities Purchase Agreement, the Company is obligated to call a meeting of its stockholders to obtain stockholder approval (the " Stockholder Approval ") for the issuance of the shares issuable upon exercise of the Warrants within 90 days of the closing date. If the Stockholder Approval is not obtained at such meeting, the Company is required to cause an additional stockholder meeting to be held on or prior to the 180 th day after the closing date, and, if despite the Company's reasonable best efforts the Stockholder Approval is not obtained after such subsequent stockholder meeting, the Company is required to cause an additional stockholder meeting to be held semi-annual thereafter until such Stockholder Approval is obtained. In connection therewith, the Company entered into voting agreements with certain stockholders pursuant to which such stockholders, who collectively own approximately 2

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 regarding the issuance of the shares of Common Stock, the Pre–Funded Warrants, the Private Placement Warrants and the Warrant Shares is hereby incorporated by reference into this Item 3.02.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Series A Warrant (Private Placement Warrant) 10.1 Securities Purchase Agreement dated December 19, 2024 10.2 Registration Rights dated December 19, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

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 23, 2024 By: /s/ Juan Vera Juan Vera President and Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR