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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

 

March 17, 2022

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 2.02Results of Operations and Financial Condition.

 

On March 17, 2022, Marker Therapeutics, Inc. (the “Company”) reported financial results for the quarter ended December 31, 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 March 17, 2022
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: March 17, 2022 By: /s/ Anthony Kim
    Anthony Kim
    Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

Marker Therapeutics Reports Fiscal Year 2021 Operating and Financial Results

 

Enrollment of first 20 patients of the Company’s Phase 2 acute myeloid leukemia (AML) trial completed in Q4 2021

 

Topline readout of Group 2 active disease anticipated in Q2 2022

Company plans to file INDs in lymphoma and pancreatic cancer by year end, with clinical trials to be initiated in 2023

Houston, TX—March 17, 2022—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 fiscal year ended December 31, 2021.

 

“In 2021, we completed enrollment of the first 20 patients in our Phase 2 AML trial investigating our lead product candidate, MT-401,” said Peter L. Hoang, Marker’s President and Chief Executive Officer. “We also developed a new nine-day manufacturing process which increased the potency and antigen specificity and diversity of our products and significantly reduced the time it takes to manufacture our patient-specific T cell therapies. In February 2022, we reported initial results from the six-patient safety lead-in phase of the Phase 2 AML trial, which demonstrated that MT-401 was well-tolerated and satisfied the safety requirements with FDA. We expect to report topline data from the active disease group in the main phase of the Phase 2 trial next quarter. In addition, we look forward to expanding our pipeline beyond AML and expect to file INDs for lymphoma and pancreatic cancer by the end of the year.”

 

PROGRAM UPDATES AND EXPECTED MILESTONES

 

Acute Myeloid Leukemia (AML)

 

MT-401

 

In February 2022, Marker announced the initial results of the safety lead-in stage of its Company-sponsored Phase 2 AML trial evaluating MT-401, Marker’s lead MultiTAA-specific T cell product candidate. Results from the safety lead-in demonstrate that MT-401 was well-tolerated, eliminated measurable residual disease (MRD) in one MRD positive patient and induced epitope spreading across multiple AML-associated antigens in that patient.
The safety lead-in satisfied safety requirements with the FDA and the main Phase 2 stage of the AML trial began enrolling in July 2021.
Enrollment of the first 20 patients of the Phase 2 AML trial was completed in Q4 2021.
Topline readout of Group 2 active disease is anticipated in Q2 2022.

 

 

 

 

Off-the-Shelf (MT-401-OTS)

 

·Marker announced in February 2022 that it intends to expand its AML program with the development of MT-401-OTS, a scalable, off-the-shelf product candidate with the potential to match patients to treatment in under three days. Marker’s open Investigational New Drug application (IND) for MT-401 for the treatment of AML includes approval of an off-the-shelf program. The Company is in the process of developing a patient cell bank inventory and expects to dose the first patient with MT-401-OTS in 2023.

 

Additional Clinical Programs (MT-601)

 

Marker recently announced that the Company intends to file INDs for MT-601, Marker’s second MultiTAA-specific T cell product candidate, in lymphoma and pancreatic cancer in 2022. The Company expects to initiate these trials in 2023.
In January 2022, Marker announced that the U.S. Food and Drug Administration granted Orphan Drug designation to MT-601 for the treatment of pancreatic cancer.

 

BUSINESS UPDATES

 

·On December 9, 2021, Marker announced the appointment of Katharine Knobil, M.D., to the Company's Board of Directors.
·Marker began manufacturing MT-401 for its Phase 2 AML trial at the Company’s cGMP manufacturing facility in the fourth quarter of 2021.
·The Company developed and is implementing a new nine-day MultiTAA-specific T cell manufacturing process for its current Company-sponsored Phase 2 AML trial as well as future clinical trials using a patient-specific manufacturing approach. The new T cell manufacturing process is designed to improve potency, increase antigen specificity and diversity and significantly reduce manufacturing time.

 

FISCAL YEAR 2021 FINANCIAL RESULTS

 

Cash Position and Guidance: At December 31, 2021, Marker had cash, cash equivalents and restricted cash of $43.5 million. The Company believes that its existing cash, cash equivalents and restricted cash will fund its operating expenses and capital expenditure requirements into the first quarter of 2023

 

R&D Expenses: Research and development expenses were $27.8 million for the year ended December 31, 2021, compared to $18.9 million for the year ended December 31, 2020.

 

G&A Expenses: General and administrative expenses were $12.9 million for the year ended December 31, 2021, compared to $10.5 million for the year ended December 31, 2020.

 

Net Loss: Marker reported a net loss of $41.9 million for the year ended December 31, 2021, compared to a net loss of $28.7 million for the year ended December 31, 2020.

 

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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.

 

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 and our planned trials of MT-401-OTS and MT-601; our ability to use our manufacturing facilities to support clinical and commercial demand; the success of our new manufacturing process; 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.

 

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Marker Therapeutics, Inc.

Consolidated Balance Sheets

(Audited)

 

   December 31,   December 31, 
   2021   2020 
ASSETS          
Current assets:          
Cash and cash equivalents  $42,351,145   $21,352,382 
Restricted cash   1,146,186    - 
Prepaid expenses and deposits   2,484,634    2,057,924 
Other receivables   237    1,000,559 
Total current assets   45,982,202    24,410,865 
Non-current assets:          
Property, plant and equipment, net   10,096,861    3,570,736 
Construction in progress   2,225,610    6,789,098 
Right-of-use assets, net   9,830,461    10,844,116 
Total non-current assets   22,152,932    21,203,950 
           
Total assets  $68,135,134   $45,614,815 
           
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current liabilities:          
Accounts payable and accrued liabilities  $11,134,913   $6,013,010 
Lease liability   620,490    388,792 
Deferred revenue   1,146,186    - 
Total current liabilities   12,901,589    6,401,802 
Non-current liabilities:          
Lease liability, net of current portion   11,247,950    11,868,440 
Total non-current liabilities   11,247,950    11,868,440 
           
Total liabilities   24,149,539    18,270,242 
           
Stockholders' equity:          
Preferred stock - $0.001 par value, 5 million shares authorized and 0 shares issued and outstanding at December 31, 2021 and 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 December 31, 2021 and 2020, respectively   83,079    50,731 
Additional paid-in capital   442,020,871    383,533,326 
Accumulated deficit   (398,118,355)   (356,239,484)
Total stockholders' equity   43,985,595    27,344,573 
           
Total liabilities and stockholders' equity  $68,135,134   $45,614,815 

 

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Marker Therapeutics, Inc.

Consolidated Statements of Operations

(Audited)

 

   For the Years Ended 
   December 31, 
   2021   2020 
Revenues:        
Grant income  $1,241,710   $466,785 
Total revenues   1,241,710    466,785 
Operating expenses:          
Research and development   27,794,879    18,880,751 
General and administrative   12,924,826    10,471,846 
Total operating expenses   40,719,705    29,352,597 
Loss from operations   (39,477,995)   (28,885,812)
Other income:          
Change in fair value of warrant liabilities   -    31,000 
Arbitration settlement   (2,406,576)   - 
Interest income   5,700    148,742 
Net loss  $(41,878,871)  $(28,706,070)
           
Net loss per share, basic and diluted  $(0.55)  $(0.61)
Weighted average number of common shares outstanding, basic and diluted   76,505,675    47,039,862 

 

Marker Therapeutics, Inc.

Condensed Consolidated Statements of Cash Flows

(Audited)

 

   For the Years Ended 
   December 31, 
   2021   2020 
Cash Flows from Operating Activities:          
Net loss  $(41,878,871)  $(28,706,070)
Reconciliation of net loss to net cash used in operating activities:          
Depreciation and amortization   2,148,983    485,641 
Changes in fair value of warrant liabilities   -    (31,000)
Stock-based compensation   5,964,048    5,228,409 
Amortization on right-of-use assets   1,013,655    590,039 
Changes in operating assets and liabilities:          
Prepaid expenses and deposits   (426,710)   (531,482)
Other receivables   1,000,322    55,630 
Accounts payable and accrued expenses   4,141,414    3,047,410 
Deferred revenue   1,146,186    - 
Lease liability   (388,792)   (173,268)
Net cash used in operating activities   (27,279,765)   (20,034,691)
Cash Flows from Investing Activities:          
Purchase of property and equipment   (1,572,161)   (3,422,754)
Purchase of construction in progress   (1,558,970)   (5,830,133)
Net cash used in investing activities   (3,131,131)   (9,252,887)
Cash Flows from Financing Activities:          
Proceeds from issuance of common stock, net   52,552,758    6,186,011 
Proceeds from exercise of warrants   -    550,000 
Proceeds from exercise of stock options   3,087    - 
Net cash provided by financing activities   52,555,845    6,736,011 
Net increase (decrease) in cash, cash equivlants and restricted cash   22,144,949    (22,551,567)
           
Cash, cash equivalents and restricted cash at beginning of the year   21,352,382    43,903,949 
Cash, cash equivalents and restricted cash at end of the year  $43,497,331   $21,352,382 

 

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Investors and Media Contacts

 

Marker Therapeutics:

 

Neda Safarzadeh

Vice President/Head of Investor Relations, PR & Marketing

(713) 400-6451

Investor.Relations@markertherapeutics.com

 

Solebury Trout:

 

Media

Amy Bonanno

Abonanno@soleburytrout.com

 

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