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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

November 10, 2021

Date of Report (Date of earliest event reported)

 

MARKER THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-37939 45-4497941
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

3200 Southwest Freeway

Suite 2500

Houston, Texas

  77027
(Address of principal executive offices)   (Zip Code)

 

(713400-6400

Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange on which registered
Common Stock, par value $0.001 per share   MRKR   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

 

 

 

 

 

 

Item 2.02.Results of Operations and Financial Condition.

 

On November 10, 2021, Marker Therapeutics, Inc. (the “Company”) reported financial results for the quarter ended September 30, 2021 and other recent corporate updates. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference.

 

The information in this Item 2.02 of this Current Report on 8-K (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, whether made before or after today’s date, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific references in such filing.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1   Press release, dated November 10, 2021
104   Inline XBRL for the cover page of this Current Report on Form 8-K

 

 

 

 

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: November 10, 2021 By: /s/ Anthony Kim
    Anthony Kim
    Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

 

Marker Therapeutics Reports Third Quarter 2021 Operating and Financial Results

 

Enrollment of first 20 patients of the Company’s Phase 2 AML trial anticipated in Q4 2021

 

Topline readout of Group 2 active disease anticipated in Q1 2022

 

Company to host year-end conference call and webcast in Q1 2022

 

Houston, TX—November 10, 2021—Marker Therapeutics, Inc. (Nasdaq:MRKR), a clinical-stage immuno-oncology company specializing in the development of next-generation T cell-based immunotherapies for the treatment of hematological malignancies and solid tumor indications, today provided a corporate update and reported financial results for the third quarter ended September 30, 2021.

 

“This quarter, we continued our momentum in advancing Marker’s Phase 2 trial of MT-401, Marker’s lead MultiTAA-specific T cell therapy, for the treatment of post-transplant acute myeloid leukemia, or AML,” said Peter L. Hoang, President & CEO of Marker Therapeutics. “We are pleased to announce that the first patients in Marker’s Phase 2 AML trial have been dosed with study drug. Further, we are on track to enroll the first 20 patients of the trial in the fourth quarter, with the first data readout expected in the first quarter of 2022. We look forward to providing year-end updates in a conference call and webcast early next year.”

 

PROGRAM UPDATES

 

·The Company continues to enroll patients and activate clinical sites across the U.S. in Marker’s Phase 2 trial of MT-401, its lead MultiTAA-specific T cell product candidate, for the treatment of post-transplant AML. The trial is expected to enroll approximately 120 patients in the adjuvant setting and 40 patients with active disease at approximately 20 clinical sites.

 

BUSINESS UPDATES

 

·The Company’s new cGMP manufacturing facility in Houston, Texas is fully operational and is supporting ongoing operations. The facility will also manufacture Marker’s MultiTAA-specific T cell products for future hematological and solid tumor trials, in addition to producing the potential commercial supply of any products, if approved.
·In August, the Company announced that it received notice of a Product Development Research award totaling approximately $13.1 million from the Cancer Prevention and Research Institute of Texas (CPRIT) to support the Company's Phase 2 AML trial.

 

 

 

ANTICIPATED PROGRAM MILESTONES

 

AML Trial Milestones

 

Enrollment of first 20 patients of the Phase 2 AML trial expected in Q4 2021
Topline readout of Group 2 active disease anticipated in Q1 2022

 

THIRD QUARTER 2021 FINANCIAL RESULTS

 

·Cash Position and Guidance: At September 30, 2021, Marker had cash and cash equivalents of $48.7 million. The Company believes that its existing cash and cash equivalents will fund its operating expenses and capital expenditure requirements into the first quarter of 2023.

 

·R&D Expenses: Research and development expenses were $6.8 million for the quarter ended September 30, 2021 compared to $4.8 million for the quarter ended September 30, 2020. The increase was primarily attributable to increases in clinical trial and sponsored research expenses and headcount-related expenses due to growth of research and development operations.

 

·G&A Expenses: General and administrative expenses were $3.2 million for the quarter ended September 30, 2021 compared to $2.6 million for the quarter ended September 30, 2020.

 

·Net Loss: Marker reported a net loss of $12.4 million for the quarter ended September 30, 2021, compared to a net loss of $7.4 million for the quarter ended September 30, 2020.

 

About Marker Therapeutics, Inc.

 

Marker Therapeutics, Inc. is a clinical-stage immuno-oncology company specializing in the development of next-generation T cell-based immunotherapies for the treatment of hematological malignancies and solid tumor indications. Marker’s cell therapy technology is based on the selective expansion of non-engineered, tumor-specific T cells that recognize tumor associated antigens (i.e. tumor targets) and kill tumor cells expressing those targets. This population of T cells is designed to attack multiple tumor targets following infusion into patients and to activate the patient’s immune system to produce broad spectrum anti-tumor activity. Because Marker does not genetically engineer its T cell therapies, we believe that our product candidates will be easier and less expensive to manufacture, with reduced toxicities, compared to current engineered CAR-T and TCR-based approaches, and may provide patients with meaningful clinical benefit. As a result, Marker believes its portfolio of T cell therapies has a compelling product profile, as compared to current gene-modified CAR-T and TCR-based therapies.

 

To receive future press releases via email, please visit: https://www.markertherapeutics.com/email-alerts.

 

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Forward-Looking Statements

 

This release contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements in this news release concerning the Company’s expectations, plans, business outlook or future performance, and any other statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are “forward-looking statements.” Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: our research, development and regulatory activities and expectations relating to our non-engineered multi-tumor antigen specific T cell therapies; the effectiveness of these programs or the possible range of application and potential curative effects and safety in the treatment of diseases; the timing, conduct and success of our clinical trials, including the Phase 2 trial of MT-401; our ability to use our manufacturing facilities to support clinical and commercial demand; the timing and use of the CPRIT award; and our future operating expenses and capital expenditure requirements. Forward-looking statements are by their nature subject to risks, uncertainties and other factors which could cause actual results to differ materially from those stated in such statements. Such risks, uncertainties and factors include, but are not limited to the risks set forth in the Company’s most recent Form 10-K, 10-Q and other SEC filings which are available through EDGAR at www.sec.gov. Such risks and uncertainties may be amplified by the COVID-19 pandemic and its impact on our business and the global economy. The Company assumes no obligation to update our forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.

 

Marker Therapeutics, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

 

   September 30,   December 31, 
   2021   2020 
ASSETS          
Current assets:          
Cash and cash equivalents  $48,705,297   $21,352,382 
Prepaid expenses and deposits   2,701,327    2,057,924 
Other receivables   243    1,000,559 
Total current assets   51,406,867    24,410,865 
Non-current assets:          
Property, plant and equipment, net   9,846,745    3,570,736 
Construction in progress   600,005    6,789,098 
Right-of-use assets, net   10,086,158    10,844,116 
Total non-current assets   20,532,908    21,203,950 
           
Total assets  $71,939,775   $45,614,815 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current liabilities:          
Accounts payable and accrued liabilities  $7,645,287   $6,013,010 
Lease liability   581,588    388,792 
Total current liabilities   8,226,875    6,401,802 
Non-current liabilities:          
Lease liability, net of current portion   11,430,892    11,868,440 
Total non-current liabilities   11,430,892    11,868,440 
           
Total liabilities   19,657,767    18,270,242 
           
Commitments and contingencies   -    - 
           
Stockholders' equity:          
Preferred stock - $0.001 par value, 5 million shares authorized and 0 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively   -    - 
Common stock, $0.001 par value, 150 million shares authorized, 83.1 million and 50.7 million shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively   83,079    50,731 
Additional paid-in capital   440,553,968    383,533,326 
Accumulated deficit   (388,355,039)   (356,239,484)
Total stockholders' equity   52,282,008    27,344,573 
           
Total liabilities and stockholders' equity  $71,939,775   $45,614,815 

 

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Marker Therapeutics, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

   For the Three Months Ended   For the Nine Months Ended 
   September 30,   September 30, 
   2021   2020   2021   2020 
Revenues:                    
Grant income  $-   $-   $-   $466,785 
Total revenues   -    -    -    466,785 
Operating expenses:                    
Research and development   6,784,390    4,803,605    19,777,454    12,897,275 
General and administrative   3,239,148    2,572,562    9,936,256    7,946,846 
Total operating expenses   10,023,538    7,376,167    29,713,710    20,844,121 
Loss from operations   (10,023,538)   (7,376,167)   (29,713,710)   (20,377,336)
Other income:                    
Change in fair value of warrant liabilities   -    -    -    31,000 
Arbitration settlement   (2,406,576)   -    (2,406,576)   - 
Interest income   791    4,667    4,731    147,493 
Net loss  $(12,429,323)  $(7,371,500)  $(32,115,555)  $(20,198,843)
                     
Net loss per share, basic and diluted  $(0.15)  $(0.16)  $(0.43)  $(0.43)
Weighted average number of common shares outstanding, basic and diluted   83,078,675    46,867,119    74,290,598    46,509,391 

 

Marker Therapeutics, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

   For the Nine Months Ended 
   September 30, 
   2021   2020 
Cash Flows from Operating Activities:          
Net loss  $(32,115,555)  $(20,198,843)
Reconciliation of net loss to net cash used in operating activities:          
Depreciation and amortization   1,584,495    272,725 
Changes in fair value of warrant liabilities   -    (31,000)
Stock-based compensation   4,497,145    3,974,536 
Amortization on right-of-use assets   757,958    337,530 
Changes in operating assets and liabilities:          
Prepaid expenses and deposits   (643,403)   (840,703)
Other receivables   1,000,316    56,054 
Accounts payable and accrued expenses   2,742,154    2,065,929 
Lease liability   (244,752)   (166,723)
Net cash used in operating activities   (22,421,642)   (14,530,495)
Cash Flows from Investing Activities:          
Purchase of property and equipment   (1,262,092)   (2,005,160)
Purchase of construction in progress   (1,519,196)   (3,147,566)
Net cash used in investing activities   (2,781,288)   (5,152,726)
Cash Flows from Financing Activities:          
Proceeds from issuance of common stock, net   52,552,758    2,186,009 
Proceeds from exercise of warrants   -    550,000 
Proceeds from exercise of stock options   3,087    - 
Net cash provided by financing activities   52,555,845    2,736,009 
Net increase (decrease) in cash   27,352,915    (16,947,212)
           
Cash and cash equivalents at beginning of the period   21,352,382    43,903,949 
Cash and cash equivalents at end of the period  $48,705,297   $26,956,737 

 

Contacts

 

Investors

Solebury Trout

Xuan Yang

(646) 378-2975

xyang@soleburytrout.com

 

Media

Solebury Trout

Amy Bonanno

(914) 450-0349

abonanno@soleburytrout.com

 

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