0001410578-23-000324 | 10-K | XBRL Viewer

For the Years Ended

December 31,

Other information:

Operating cash flows - operating leases

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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Mar. 17, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-37939
Entity Registrant Name	MARKER THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-4497941
Entity Address, Address Line One	4551 Kennedy Commerce Drive
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77032
City Area Code	713
Local Phone Number	400-6400
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MRKR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		8,798,829
Entity Central Index Key	0001094038
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	Houston, TX
Entity Well-known Seasoned Issuer	No
Entity Public Float			$ 22,800,000
Entity Voluntary Filers	No

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 11,782,172	$ 42,351,145
Restricted cash	0	1,146,186
Prepaid expenses and deposits	2,435,079	2,484,634
Other receivables	2,402,004	237
Total current assets	16,619,255	45,982,202
Non-current assets:
Property, plant and equipment, net	12,323,143	10,096,861
Construction in progress	0	2,225,610
Right-of-use assets, net	5,479,786	9,830,461
Total non-current assets	17,802,929	22,152,932
Total assets	34,422,184	68,135,134
Current liabilities:
Accounts payable and accrued liabilities	4,704,611	11,134,913
Related party deferred revenue	2,500,000
Deferred revenue	0	1,146,186
Lease liability	577,198	620,490
Total current liabilities	7,781,809	12,901,589
Non-current liabilities:
Lease liability, net of current portion	7,039,338	11,247,950
Total non-current liabilities	7,039,338	11,247,950
Total liabilities	14,821,147	24,149,539
Stockholders' equity:
Preferred stock - $0.001 par value, 5 million shares authorized and 0 shares issued and outstanding at December 31, 2022 and 2021, respectively
Common stock, $0.001 par value, 30 million and 15 million shares authorized, 8.4 million and 8.3 million shares issued and outstanding as of December 31, 2022 and 2021, respectively	8,406	8,308
Additional paid-in capital	447,641,680	442,095,642
Accumulated deficit	(428,049,049)	(398,118,355)
Total stockholders' equity	19,601,037	43,985,595
Total liabilities and stockholders' equity	$ 34,422,184	$ 68,135,134

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED BALANCE SHEETS
Preferred stock par value (per share)	$ 0.001	$ 0.001
Preferred stock authorized	5,000,000	5,000,000
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Common stock par value (per share)	$ 0.001	$ 0.001
Common stock authorized	30,000,000	15,000,000
Common stock issued	8,400,000	8,300,000
Common stock outstanding	8,400,000	8,300,000

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Revenues:
Total revenues	$ 9,013,544	$ 1,241,710
Operating expenses:
Research and development	26,139,323	27,794,879
General and administrative	12,820,004	12,924,826
Total operating expenses	38,959,327	40,719,705
Loss from operations	(29,945,783)	(39,477,995)
Other income (expenses):
Arbitration settlement	(232,974)	(2,406,576)
Interest income	248,063	5,700
Net loss	$ (29,930,694)	$ (41,878,871)
Net loss per share, basic	$ (3.58)	$ (5.47)
Net loss per share, diluted	$ (3.58)	$ (5.47)
Weighted average number of common shares outstanding, basic	8,351,003	7,650,567
Weighted average number of common shares outstanding, diluted	8,351,003	7,650,567
Grant income
Revenues:
Total revenues	$ 3,513,544	$ 1,241,710
Related party service revenue
Revenues:
Total revenues	$ 5,500,000

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid- in Capital	Accumulated Deficit	Total
Beginning Balance at Dec. 31, 2020	$ 5,073	$ 383,578,984	$ (356,239,484)	$ 27,344,573
Beginning Balance, Shares at Dec. 31, 2020	5,073,107
Issuance of common shares for cash	$ 3,228	52,549,530		52,552,758
Issuance of common shares for cash (in shares)	3,228,286
Stock options exercised for cash		3,087		$ 3,087
Stock options exercised for cash (in shares)	146			146
Stock-based compensation	$ 7	5,964,041		$ 5,964,048
Stock-based compensation (in shares)	6,329
Net loss			(41,878,871)	(41,878,871)
Ending Balance at Dec. 31, 2021	$ 8,308	442,095,642	(398,118,355)	43,985,595
Ending Balance, Shares at Dec. 31, 2021	8,307,868
Issuance of common shares for cash	$ 61	202,069		202,130
Issuance of common shares for cash (in shares)	60,651
Stock-based compensation	$ 37	5,343,969		5,344,006
Stock-based compensation (in shares)	37,252
Net loss			(29,930,694)	(29,930,694)
Ending Balance at Dec. 31, 2022	$ 8,406	$ 447,641,680	$ (428,049,049)	$ 19,601,037
Ending Balance, Shares at Dec. 31, 2022	8,405,771

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Net of offering costs	$ 3.9

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net loss	$ (29,930,694)	$ (41,878,871)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization	2,789,106	2,148,983
Stock-based compensation	5,344,006	5,964,048
Amortization on right-of-use assets	891,343	1,013,655
Loss on disposal of fixed assets	25,995
Gain on lease termination	(278,681)
Changes in operating assets and liabilities:
Prepaid expenses and deposits	49,555	(426,710)
Other receivables	(2,401,767)	1,000,322
Accounts payable and accrued expenses	(4,300,939)	4,141,414
Related party deferred revenue	2,500,000
Deferred revenue	(1,146,186)	1,146,186
Lease liability	(513,891)	(388,792)
Net cash used in operating activities	(26,972,153)	(27,279,765)
Cash Flows from Investing Activities:
Purchase of property and equipment	(1,456,006)	(1,572,161)
Purchase of construction in progress	(3,489,130)	(1,558,970)
Net cash used in investing activities	(4,945,136)	(3,131,131)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock, net	202,130	52,552,758
Proceeds from exercise of stock options		3,087
Net cash provided by financing activities	202,130	52,555,845
Net (decrease) increase in cash, cash equivalents and restricted cash	(31,715,159)	22,144,949
Cash, cash equivalents and restricted cash at beginning of the period	43,497,331	21,352,382
Cash, cash equivalents and restricted cash at end of the period	11,782,172	43,497,331
Supplemental schedule of non-cash financing and investing activities:
Reclassifications between construction in progress and fixed assets	4,089,135	6,789,098
Capital expenditures included in accounts payable	57,607	$ 2,160,765
Changes to right-of-use assets and lease liability due to close out of operating leases	$ 3,459,332

NATURE OF OPERATIONS

12 Months Ended

Dec. 31, 2022

NATURE OF OPERATIONS

NATURE OF OPERATIONS

NOTE 1: NATURE OF OPERATIONS

Marker Therapeutics, Inc., a Delaware corporation (the “Company” or “we”), is a clinical-stage immuno-oncology company specializing in the development and commercialization of novel T cell-based immunotherapies for the treatment of hematological malignancies and solid tumor indications. The Company’s multiTAA-specific T cell technology is based on the selective expansion of non-engineered, tumor-specific T cells that recognize tumor associated antigens, which are tumor targets, and kill tumor cells expressing those targets. These T cells are designed to recognize multiple tumor targets to produce broad spectrum anti-tumor activity. The Company was incorporated in Nevada in 1992 and reincorporated in Delaware in October 2018.

Reverse Stock Split

On January 26, 2023, the Company effected a one-for-ten (1-for-10) reverse stock split of its common stock (the “Reverse Stock Split”) and a corresponding reduction in the total number of authorized shares of its common stock from 300,000,000 to 30,000,000. The Reverse Stock Split, which was approved by stockholders at an annual stockholder meeting on May 24, 2022, was consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on January 26, 2023. The Reverse Stock Split was effective on January 26, 2023. All references to common stock, warrants to purchase common stock, options to purchase common stock, share data, per share data and related information contained in the consolidated financial statements have been retrospectively adjusted to reflect the effect of the Reverse Stock Split for all periods presented. Payment for fractional shares resulting from the reverse stock split amounted to $394.80.

FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS

12 Months Ended

Dec. 31, 2022

FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS

FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS

NOTE 2: FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS

As of December 31, 2022, the Company had cash and cash equivalents of approximately $11.8 million. The Company’s activities since inception have consisted principally of acquiring product and technology rights, raising capital, and performing research and development. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent on future events, including, among other things, its ability to access potential markets; secure financing; successfully progress its product candidates through preclinical and clinical development; obtain regulatory approval of one or more of its product candidates; maintain and enforce intellectual property rights; develop a customer base; attract, retain and motivate qualified personnel; and develop strategic alliances and collaborations. From inception, the Company has been funded by a combination of equity and debt financings.

On March 16, 2021, the Company issued an aggregate of 3,228,286 shares of its common stock, for net proceeds of $52.6 million.

In August 2021, the Company entered into a Controlled Equity Offering^SM Sales Agreement (the “ATM Agreement”) with Cantor Fitzgerald & Co. and RBC Capital Markets, LLC (the “Sales Agents”), pursuant to which the Company can offer and sell, from time to time at its sole discretion through the Sales Agents, shares of its common stock having an aggregate offering price of up to $75.0 million. Any shares of its common stock sold will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-258687), which the SEC declared effective on August 19, 2021; however, our use of the shelf registration statement on Form S-3 will be limited for so long as we are subject to General Instruction I.B.6 of Form S-3, which limits the amounts that we may sell under the registration statement and in accordance with the ATM agreement. The Sales Agents will be entitled to compensation under the Sales Agreement at a commission rate equal to 3.0% of the gross sales price per share sold under the ATM Agreement, and the Company has provided each of the Sales Agents with indemnification and contribution rights. During the year ended December 31, 2022, the Company sold 60,651 shares of its common stock under the ATM Agreement for net proceeds of $0.2 million.

In August 2021, the Company 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 clinical trial of MT-401. The CPRIT award is intended to support the adjuvant arm of the Company’s Phase 2 clinical trial evaluating MT-401 when given as an adjuvant therapy to patients with acute myeloid leukemia following a hematopoietic stem cell transplant. The primary objectives of the adjuvant arm of the trial are to evaluate relapse-free survival after MT-401 treatment when compared with a randomized control group. Through

the date of this filing, the Company has received $4.8 million of funds from the CPRIT grant. The Company recorded $3.4 million of grant income related to the CPRIT grant as revenue for the year ended December 31, 2022.

On April 21, 2022, the Company entered into a binding services agreement (the “Services Agreement”), dated April 12, 2022 (see Note 9), with Wilson Wolf Manufacturing Corporation (“Wilson Wolf”). Mr. John Wilson is a member of the Company’s board of directors and is serving as the CEO of Wilson Wolf, therefore Wilson Wolf is a related party. Pursuant to the Services Agreement, Wilson Wolf made a cash payment to the Company in the amount of $8.0 million. For the year ending December 31, 2022, the Company recognized $5.5 million of revenue pursuant to this agreement and at December 31, 2022, the Company recorded $2.5 million of related party deferred revenue on its consolidated balance sheet.

On September 13, 2022, the Company received notice from the U.S. Food and Drug Administration (the “FDA”) that it had awarded the Company a $2.0 million grant from the FDA’s Orphan Products Grant program to support the Company’s Phase 2 clinical trial of MT-401 for the treatment of post-transplant AML. The Company recorded $0.1 million of grant income related to the FDA grant as revenue for the year ended December 31, 2022 and at December 31, 2022, the Company recorded $0.1 million of grant income receivable. On March 13, 2023, the Company received $0.1 million of funds from the FDA grant.

On December 12, 2022, the Company entered into a purchase agreement, or the Purchase Agreement, with Lincoln Park Capital Fund, LLC, or Lincoln Park, which provides that, upon the terms and subject to the conditions of the agreement, the Company has the right, but not the obligation, to sell to Lincoln Park up to $25,000,000 of shares of its common stock, or the Purchase Shares, from time to time over a 24-month term. For the year ended December 31, 2022, the Company did not sell any shares of its common stock under the Purchase Agreement. In January 2023, Lincoln Park was issued 180,410 shares of stock as a commitment fee at a value of $0.5 million.

The Company expects to continue to incur substantial losses over the next several years during its development phase. To fully execute its business plan, the Company will need to complete certain research and development activities and clinical trials. Further, the Company’s product candidates will require regulatory approval prior to commercialization. These activities will span many years and require substantial expenditures to complete and may ultimately be unsuccessful. Any delays in completing these activities could adversely impact the Company. The Company plans to meet its capital requirements primarily through issuances of debt and equity securities and, in the longer term, revenue from sales of its product candidates, if approved.

Based on the Company’s clinical and research and development plans and its timing expectations related to the progress of its programs, the Company expects that its cash and cash equivalents as of December 31, 2022 will enable the Company to fund its operating expenses and capital expenditure requirements into the third quarter of 2023, as such these factors raise substantial doubt regarding the Company’s ability to continue as a going concern. In an effort to further preserve the Company’s working capital, the Company’s employees took a portion of their 2022 earned bonus in the form of equity in lieu of cash.

The Company has based this estimate on assumptions that may prove to be wrong, and the Company could utilize its available capital resources sooner than it currently expects. Furthermore, the Company’s operating plan may change, and it may need additional funds sooner than planned in order to meet operational needs and capital requirements for product development and commercialization. Because of the numerous risks and uncertainties associated with the development and commercialization of the Company’s product candidates and the extent to which the Company may enter into additional collaborations with third parties to participate in their development and commercialization, the Company is unable to estimate the amounts of increased capital outlays and operating expenditures associated with its current and anticipated clinical trials. The Company’s future funding requirements will depend on many factors, as it:

●

initiates or continues clinical trials of its product candidates;

●

continues the research and development of its product candidates and seeks to discover additional product candidates;

●

seeks regulatory approvals for any product candidates that successfully complete clinical trials;

●

maintains and enforces intellectual property rights;

●

establishes sales, marketing and distribution infrastructure and scale-up manufacturing capabilities to commercialize any product candidates that may receive regulatory approval;

●

evaluates strategic transactions the Company may undertake; and

●

enhances operational, financial and information management systems and hires additional personnel, including personnel to support development of product candidates and, if a product candidate is approved, commercialization efforts.

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The accompanying consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

In addition to the foregoing, based on the Company’s current assessment, the Company does not expect any material impact on its long-term liquidity due to the COVID-19 pandemic. However, the Company will continue to assess the effect of the pandemic on its operations, including its clinical programs. Further, the COVID-19 pandemic, decades-high inflation and concerns about an economic recession in the United States or other major markets has resulted in, among other things, volatility in the capital markets that may have the effect of reducing the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity. In addition, a recession or market correction due to these factors could materially affect the Company’s business and the value of its common stock.

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2022

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). Any reference in these footnotes to applicable guidance is meant to refer to the authoritative U.S. generally accepted accounting principles (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Marker Cell Therapy, Inc. and GeneMax Pharmaceuticals Inc. – a dormant subsidiary that wholly owns GeneMax Pharmaceuticals Canada, Inc. All significant intercompany balances and transactions are eliminated upon consolidation.

Use of Estimates

Preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ materially from those estimates. Significant areas requiring management’s estimates and assumptions include measurement of fair value and projections used in impairment testing, valuation allowance on deferred tax assets, determining the fair value of stock-based compensation and stock-based transactions, the fair value of the components of the warrant liabilities and accrued liabilities.

Cash, Cash Equivalents, Restricted Cash and Credit Risk

The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash, cash equivalents and restricted cash at December 31, 2022 consisted of cash and certificates of deposit in institutions in the United States. Balances at certain institutions have exceeded Federal Deposit Insurance Corporation insured limits and U.S. government agency securities.

The Company maintains cash in accounts which are in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limits of $250,000. As of December 31, 2022, approximately $1.8 million in cash was uninsured based upon the FDIC insurance coverage limits.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows.


	December 31,		December 31,
	2022		2021

Cash and cash equivalents	$	11,782,172	$	42,351,145
Restricted cash	$	—	$	1,146,186
Total cash, cash equivalents and restricted cash shown in statements of cash flows	$	11,782,172	$	43,497,331

Cash received from grants in advance of incurring qualifying costs are recorded as restricted cash until they are earned and recorded to grant income.

Property and Equipment

Leasehold improvements, furniture, equipment and software are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Leasehold improvements are amortized over the shorter of the estimated useful life or the remaining lease term.

Property and equipment - Construction in Progress

In June 2020, the Company entered into a lease for a manufacturing facility in Houston, Texas. In connection with the manufacturing facility, the Company has incurred costs pursuant to an agreement with a vendor to design, engineer, build and install modular cleanrooms in a manufacturing facility. The facility’s construction was completed during December 2020, and a certificate of occupancy was delivered to the Company in January 2021, and as such was placed into service in January 2021. All costs associated with the buildout were recorded as either manufacturing equipment and/or leasehold improvements and amortized over the estimated useful life of the asset and/or leasehold lease.

During the third and fourth quarters of 2021, and in connection with the Company’s manufacturing facility in Houston, Texas, the Company incurred $2.2 million of costs pursuant to an agreement with a vendor to build and eventually install a second modular cleanroom. Such costs were recorded in fixed assets – construction in progress on the balance sheet as of December 31, 2021. The Company incurred another $1.9 million in related costs in 2022. Upon completion and installation of the second modular cleanroom in 2022, all costs associated with the buildout were recorded as manufacturing equipment and leasehold improvements and are being amortized over the estimated useful life.

Impairment Testing of Long-Lived Assets and Right-Of-Use Assets

Management reviews long-lived assets (including property and equipment) and right-of-use assets for assets under operating leases for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability of assets is determined by first grouping the long-lived assets at the lowest level for which there are identifiable cash flows, and then comparing the carrying value of each asset group to its forecasted undiscounted cash flows. If the evaluation of the forecasted cash flows indicates that the carrying value of the assets is not recoverable, an impairment charge is recognized for the amount in excess of the carrying amount over its fair value. The Company performed a test for recoverability related to its manufacturing facility in Houston, Texas at December 31, 2022 and concluded that the carrying value of its long-lived assets was recoverable.

Patents and Patent Application Costs

Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are, therefore, expensed as incurred.

Stock-Based Compensation

The Company incurs stock-based compensation expense related to the issuance of common stock and stock options. The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility and expected option life:

Expected Term — The expected life of stock options was estimated using the “simplified method,” as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant.

Expected Volatility — The Company computes stock price volatility over expected terms based on its historical common stock trading prices.

Risk-Free Interest Rate — The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term.

Expected Dividend — The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models. The Company amortizes the fair value of the awards expected to vest on a straight-line basis over the requisite service period of the awards. The Company recognizes fair value of stock options granted to nonemployees as stock-based compensation expense over the period in which the related services are received as if the Company had paid cash for those services. Forfeitures are accounted for as incurred.

Research and Development Costs

Research and development expenses consist of expenses incurred in performing research and development activities, including compensation and benefits for research and development employees and consultants, facilities expenses, overhead expenses, cost of laboratory supplies, manufacturing expenses, fees paid to third parties and other outside expenses.

Research and development costs are expensed as incurred. Clinical trial and other development costs incurred by third parties are expensed as the contracted work is performed. The Company accrues for costs incurred as the services are being provided by monitoring the status of the clinical trial or project and the invoices received from its external service providers. The Company estimates depend on the timeliness and accuracy of the data provided by the vendors regarding the status of each project and total project spending. The Company adjusts its accrual as actual costs become known. Where contingent milestone payments are due to third parties under research and development arrangements, the milestone payment obligations are expensed when the milestone events are achieved.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax balances. Potential deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on potential deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the date of allowances against deferred tax assets.

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards. As of December 31, 2022 and 2021, no liability for unrecognized tax benefits was required to be reported. The guidance also discusses the classification of related interest and penalties on income taxes. The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense. No interest or penalties were recorded during the years ended December 31, 2022 and 2021.

Grant Income

Grant Income represents funding under cost reimbursement programs from government agencies and non-profit foundations for qualified research and development activities performed by the Company. In applying the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company determined that grants and awards are out of the scope of ASC 606 because the funding entities do not meet the definition of a “customer”, as defined by ASC 606, as there is not considered to be a transfer of control of goods or services. With respect to each grant or award, the Company determines if it has a collaboration in accordance with ASC Topic 808, Collaborative Arrangements (“ASC 808”). To the extent the grant or award is within the scope of ASC 808, the Company recognizes the award upon achievement of certain milestones as credits to research and development expenses. For grant and awards outside the scope of ASC 808, the Company applies ASC 606 by analogy, and revenue is recognized when the Company incurs expenses related to the grants for the amount the Company is entitled to under the provisions of the contract.

In August 2021, the Company received notice of a Product Development Research award totaling approximately $13.1 million from CPRIT to support its Phase 2 clinical trial of MT-401.

In accordance with ASC 730-20-25-8, to the extent the financial risk associated with the research and development has been transferred to CPRIT, because repayment of the grant depends solely on the results of research and development having future economic benefit, the Company accounts for this obligation as a contract to perform research and development for others.

Restricted cash received from grants in advance of incurring qualifying costs is recorded as deferred revenue and recognized as revenue when qualifying costs are incurred. Qualifying grant income earned in advance of cash received from grants is recognized as revenue and recorded as other receivable. During the fourth quarter of 2021, the Company received $2.4 million advancement of funds in relation to the CPRIT grant. The Company recorded $3.4 million of grant income related to the CPRIT grant as revenue for the year ended December 31, 2022. At December 31, 2022, the Company recorded $2.3 million of grant income receivable, which represented grant income earned in advance of the next tranche of funds to be received from CPRIT. In January 2023, the Company received $2.4 million from CPRIT.

On September 13, 2022, the Company received notice from the FDA that it had awarded the Company a $2.0 million grant from the FDA’s Orphan Products Grant program to support the Company’s Phase 2 clinical trial of MT-401 for the treatment of post-transplant AML. The Company recorded $0.1 million of grant income related to the FDA grant as revenue for the year ended December 31, 2022 and at December 31, 2022, the Company recorded $0.1 million of grant income receivable. On March 13, 2023, the Company received $0.1 million of funds from the FDA grant.

Loss per Common Share

Basic loss per share includes only the weighted average common shares outstanding, without consideration of potentially dilutive securities. Diluted loss per share includes the weighted average common shares outstanding and any potentially dilutive common stock equivalent shares in the calculation.

New Accounting Standards

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption.

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

12 Months Ended

Dec. 31, 2023

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

NOTE 4: NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

The following table sets forth the computation of net loss per share for the years ended December 31, 2022 and 2021, respectively:


	For the Years Ended
	December 31,
	2022		2021
Numerator:
Net loss	$	(29,930,694)	$	(41,878,871)

Denominator:
Weighted average common shares outstanding		8,351,003		7,650,567

Net loss per share:
Basic and diluted	$	(3.58)	$	(5.47)

The following securities, rounded to the thousand, were not included in the diluted net loss per share calculation because their effect was anti-dilutive for the periods presented:


	For the Years Ended
	December 31,
	2022	2021
Common stock options	886,000	768,600
Common stock purchase warrants	1,848,000	1,983,000
Potentially dilutive securities	2,734,000	2,751,600

OTHER RECEIVABLE

12 Months Ended

Dec. 31, 2022

OTHER RECEIVABLE

OTHER RECEIVABLE

NOTE 5: OTHER RECEIVABLE

Qualifying grant income earned in advance of cash received from grants is recognized as revenue and recorded as other receivable. The Company recorded $3.4 million of grant income related to the CPRIT grant as revenue for the year ended December 31, 2022. At December 31, 2022, the Company recorded $2.3 million of grant income receivable, which represented grant income earned in advance of the next tranche of funds to be received from CPRIT. The Company received $2.4 million of funds from CPRIT in January 2023. The Company recorded $0.1 million of grant income related to the FDA grant as revenue for the year ended December 31, 2022. Additionally, at December 31, 2022, the Company recorded $0.1 million of grant income receivable, which represented grant income earned in advance of funds to be received from the FDA. The Company received $0.1 million of funds from the FDA in January 2023.

PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2022

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

NOTE 6: PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of December 31, 2022 and 2021, respectively:


		December 31,		December 31,
	Estimated Useful Lives	2022		2021
Lab and manufacturing equipment	5 Years	$	11,824,000	$	7,851,000
Computers, equipment and software	3-5 Years		899,000		1,020,000
Office furniture	5 Years		924,000		793,000
Leasehold improvements	Lesser of lease term or estimated useful life		3,950,000		3,173,000
Total			17,597,000		12,837,000
Less: accumulated depreciation			(5,274,000)		(2,740,000)
Construction in progress			—		2,226,000
Total fixed assets, net		$	12,323,000	$	12,323,000

Depreciation expense for the years ended December 31, 2022 and 2021 was approximately $2.8 million and $2.1 million, respectively.

In June 2020, the Company entered into a lease for a manufacturing facility in Houston, Texas. The Company incurred costs pursuant to an agreement with a vendor to design, engineer, build and eventually install modular cleanrooms in the manufacturing facility. $6.8 million was recorded in fixed assets – construction in progress on the balance sheet as of December 31, 2020. The completion of the facility’s construction occurred during December 2020 and the Company received its certificate of occupancy in January 2021, and as such was placed into service in January 2021. During January 2021, all costs associated with the buildout were recorded as either manufacturing equipment and/or leasehold improvements and amortized over the estimated useful life of the asset and/or leasehold lease.

During the year ended December 31, 2021, and in connection with the opening of the Company’s manufacturing facility in Houston, Texas, the Company incurred $2.2 million of costs pursuant to an agreement with a vendor to build and eventually install a second modular cleanroom. Such costs were recorded in fixed assets – construction in progress on the balance sheet as of December 31, 2021. The Company incurred another $1.9 million in related costs in 2022. Upon completion and installation of the second modular cleanroom during the year ended December 31, 2022, all costs associated with the buildout were recorded as manufacturing equipment and leasehold improvements and amortized over the estimated useful life.

LEASES

12 Months Ended

Dec. 31, 2022

LEASES

LEASES

NOTE 7: LEASES

The Company leases manufacturing, research and administrative facilities under operating leases. The Company evaluates its contracts to determine if an arrangement is a lease at inception and classify it as a finance or operating lease. Currently, all of the Company’s leases are classified as operating leases. Leased assets and corresponding liabilities are recognized based on the present value of the lease payments over the lease term. The lease terms may include options to extend when it is reasonably certain that the Company will exercise that option. The Company did not consider that option in calculating right-of-use assets and lease liability as the Company is not reasonably certain it will extend the contract beyond the current terms.

Topic ASC 842 requires the Company to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. Right-of-use assets are recorded in non-current assets on the Company’s consolidated balance sheets. Current and non-current lease liabilities are recorded within current liabilities and non-current liabilities, respectively, on its consolidated balance sheets. Costs associated with operating leases are recognized on a straight-line basis within operating expenses over the term of the lease.

As of September 15, 2022, the Company and its landlord agreed to terminate the Company’s office lease at 3200 Southwest Freeway, Suite 2500, Houston, Texas. As such the Company reduced its operating lease liabilities by $3.7 million and reduced its right-of-use

assets by $3.5 million. A gain on lease termination was recorded in general and administrative expenses during the year ended December 31, 2022.

As of December 31, 2022, the Company had total operating lease liabilities of approximately $7.6 million and right-of-use assets of approximately $5.5 million, which were included in the consolidated balance sheet. As of December 31, 2021, the Company had total operating lease liabilities of approximately $11.9 million and right-of-use assets of approximately $9.8 million, which were included in the consolidated balance sheet.

Such leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Certain of the Company’s leases include renewal options and escalation clauses; renewal options have not been included in the calculation of the lease liabilities and right-of-use assets as the Company is not reasonably certain to exercise the options. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. The Company does not act as a lessor or have any leases classified as financing leases.

The following summarizes quantitative information about the Company’s operating leases:



	For the Years Ended
		December 31,
	2022		2021
Operating lease expense summary:
Operating lease expense	$	1,483,000		1,702,000
Short-term lease expense		48,000		—
Variable lease expense		648,000		606,000
Total	$	2,179,000	$	2,308,000

The weighted-average remaining lease term as of December 31, 2022 and December 31, 2021 was approximately 7.5 years and 8.4 years, respectively. The weighted-average discount rate used to determine the operating lease liability as of December 31, 2022 and December 31, 2021 was approximately 5.5% and 5.7%, respectively.

Maturities of the Company’s operating leases, excluding short-term leases, are as follows:


Year ending December 31, 2023		983,000
Year ending December 31, 2024		1,254,000
Year ending December 31, 2025		1,290,000
Year ending December 31, 2026		1,177,000
Year ending December 31, 2027		1,163,000
Thereafter		3,590,000
Total		9,457,000
Less present value discount		(1,840,000)
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at December 31, 2022	$	7,617,000

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

12 Months Ended

Dec. 31, 2022

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 8: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following as of December 31, 2022 and 2021, respectively:


	December 31,		December 31,
	2022		2021
Accounts payable	$	1,612,000	$	5,144,000
Compensation and benefits		1,779,000		2,055,000
Process development expenses		342,000		385,000
Professional fees		558,000		644,000
Technology license fees		—		250,000
Arbitration settlement fees		114,000		2,407,000
Other		300,000		250,000
Total accounts payable and accrued liabilities	$	4,705,000	$	11,135,000

In August 2022, the Company implemented changes to the Company’s organizational structure as part of an operational cost reduction plan to conserve the Company’s available capital. In connection with these changes, the Company reduced headcount in its general and administrative function by approximately 23.5%, including the separation of the Company’s Chief Financial Officer. For the year ended December 31, 2022, the Company recorded $0.3 million of accrued compensation and benefits for severance expenses related to the operational cost reduction plan.

RELATED PARTY DEFERRED REVENUE

12 Months Ended

Dec. 31, 2022

RELATED PARTY DEFERRED REVENUE

RELATED PARTY DEFERRED REVENUE

NOTE 9: RELATED PARTY DEFERRED REVENUE

On April 21, 2022, the Company entered into the Services Agreement, dated April 12, 2022, with Wilson Wolf. Mr. John Wilson is a member of the Company’s board of directors and is serving as the CEO of Wilson Wolf. Wilson Wolf is in the business of creating products and services intended to simplify and expedite the transition of cell therapies and gene-modified cell therapies to mainstream society (the “Wilson Wolf Mission”). Pursuant to the Services Agreement, Wilson Wolf made a cash payment to the Company in the amount of $8.0 million, as consideration for certain training and research services allocated as follows:

●

$2.0 million for non-exclusive training of Wilson Wolf to make, use, and sell the Company’s cell culture non-proprietary media formulation that has been cleared in an FDA investigational new drug application;

●

$1.0 million for non-exclusive training of Wilson Wolf to replicate the Company’s quality management system inclusive of all underlying documents related thereto, none of which shall include unique information specific to the manufacture of the Company’s multiTAA product candidates such as direct peptide stimulation;

●

$2.0 million for non-exclusive training of Wilson Wolf to be able to replicate the Company’s cGMP-compliant, linearly scalable, G-Rex based T-cell manufacturing process which Wilson Wolf shall use as it sees fit in pursuit of the Wilson Wolf Mission; and

●

$3.0 million for the Company to train Wilson Wolf on its expertise in the optimization of T-cell therapy manufacturing processes using G-Rex and to conduct CAR T and TCR G-Rex Optimization Work under the direction of Wilson Wolf (the “Work Direction”), whereunder all intellectual property provided by Wilson Wolf or created or derived by the Company will be solely owned by Wilson Wolf, and whereby the Company will make good faith efforts to complete the conduct of such work as soon as practicable within 18 months from the date of the agreement. Wilson Wolf has agreed to pay the Company an additional $1.0 million if the Work Direction is completed within one year from the onset of the Agreement.

Pursuant to the Services Agreement, in the event that the Company becomes insolvent, goes out of business, or an event other than force majeure occurs that cannot allow the Agreement to be fulfilled, Wilson Wolf will have right of first offer and right of first refusal for the Company’s manufacturing facility provided it is able and willing to meet whatever financial obligations are required to do so and provided further that such clause will not apply in the event of a merger, reorganization or consolidation of the Company with a third party that results in the outstanding voting securities of the Company immediately prior thereto ceasing to represent, or being converted into or exchanged for voting securities that do not represent, at least fifty percent (50%) of the combined voting power of the voting securities of the surviving entity or the parent corporation of the surviving entity immediately after such merger, reorganization or

consolidation, or the sale or other transfer of all or substantially all of the Company’s business or assets. The Company agrees to assist as needed to the extent permitted under any applicable law (including bankruptcy or insolvency statutes). Further, prior to the Company undertaking any financing that would encumber any of the Company’s assets necessary for the Company’s performance under this Services Agreement, Wilson Wolf shall have the first right to provide such financing on equal terms to what the Company can obtain elsewhere.

The Company recognizes related party revenue over time in accordance with Accounting Standard Codification, or ASC, 606 Revenue from Contracts with Customers, as each of the training or and research services are provided to Wilson Wolf. Revenue is recognized, using an output method based on progress toward satisfaction of the performance obligations. Additionally, in accordance the spirit of the standard expressed in ASC 606-50-1, the timing of the revenue recognition is expected to be approximately 12 months. For the year ending December 31, 2022, the Company recognized $5.5 million of revenue pursuant to the Services Agreement and at December 31, 2022, the Company recorded an $2.5 million related party deferred revenue on its consolidated balance sheet.

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2022

STOCK OPTION PLANS.

STOCKHOLDERS' EQUITY

NOTE 10: STOCKHOLDERS’ EQUITY

Increase in Authorized Shares

During the three months ended June 30, 2022, the Company’s board of directors and stockholders approved a Certificate of Amendment (the “Amendment”) to the Company’s Certificate of Incorporation to increase the authorized shares of common stock of the Company from 15,000,000 shares to 30,000,000 shares. The Company filed the Amendment with the Secretary of State of Delaware on May 25, 2022.

Reverse Stock Split

On January 26, 2023, the Company effected the Reverse Stock Split and a corresponding reduction in the total number of authorized shares of its common stock from 300,000,000 to 30,000,000. The Reverse Stock Split, which was approved by stockholders at an annual stockholder meeting on May 24, 2023, was consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on January 26, 2023. The Reverse Stock Split was effective on January 26, 2023. All historical share and per share amounts reflected in this report have been adjusted to reflect the Reverse Stock Split.

Preferred Stock

The Company has authorized up to 5,000,000 shares of preferred stock, $0.001 par value per share, for issuance. The preferred stock will have such rights, privileges and restrictions, including voting rights, dividend conversion rights, redemption privileges and liquidation preferences, as shall be determined by the Company’s board of directors upon its issuance. To date, the Company has not issued any preferred shares.

Common Stock

The Company has authorized up to 30,000,000 shares of common stock, $0.001 par value per share, for issuance. Significant 2022 and 2021 common stock transactions were as follows:

2022 Common Stock Transactions

Issuance of Restricted Stock Units to Executives

During the year ended December 31, 2022, upon the recommendation of the compensation committee of the Company’s board of directors, and pursuant to the Company’s 2020 Equity Incentive Plan, the Company’s board of directors approved the issuance of a total of 37,252 shares of common stock, valued at a total of approximately $180,200, subject to restricted stock units, which were immediately vested upon grant, to certain executives as performance bonuses for performance during the year ended December 31, 2021.

Issuance of Stock Pursuant to ATM Agreement

During the year ended December 31, 2022, the Company issued and sold 60,651 shares of its common stock under the ATM Agreement for net proceeds of $202,100.

Stock Purchase Agreement

On December 12, 2022, we entered into a purchase agreement, or the Purchase Agreement, with Lincoln Park Capital Fund, LLC, or Lincoln Park, which provides that, upon the terms and subject to the conditions of the agreement, we have the right, but not the obligation, to sell to Lincoln Park up to $25,000,000 of shares of our common stock, or the Purchase Shares, from time to time over a 24-month term , at a variable price with certain market-based terms as defined in the agreement. The purchase agreement does not exhibit any of the characteristics for liability classification under ASC Topic 480, Distinguishing Liabilities from Equity. Instead, the purchase agreement is indexed to the Company’s own stock under ASC Subtopic 815-40, Contracts in Entity's Own Equity, and classified as equity. During the year ended December 31, 2022, we did not sell any shares of our stock under the Purchase Agreement. In January 2023, Lincoln Park was issued 180,410 shares of stock as a commitment fee at a value of $0.5 million.

2021 Common Stock Transactions

Exercise of Stock Options

During the year ended December 31, 2021, certain outstanding options were exercised for 146 shares of common stock providing aggregate proceeds to the Company of approximately $3,100.

Board Compensation

During the year ended December 31, 2021, the Company issued an aggregate of 6,329 shares of common stock to its non-employee directors. The fair value of the common stock of approximately $0.2 million was recognized as a component of stock-based compensation expense in general and administrative expenses.

Underwritten Public Offering

On March 11, 2021, the Company entered into an underwriting agreement with Piper Sandler & Co., as representative of the several underwriters, to issue and sell 2,857,200 shares of common stock of the Company in an underwritten public offering. The offering price to the public was $17.50 per share. In addition, the Company granted the underwriters an option to purchase, for a period of 30 days, up to an additional 428,580 shares of common stock, which such option was partially exercised with respect to 371,086 shares. An aggregate of 3,228,286 shares of the Company’s common stock was issued for net proceeds of $52.6 million after offering costs of $3.9 million.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

WARRANTS

12 Months Ended

Dec. 31, 2022

WARRANTS

WARRANTS

NOTE 11: WARRANTS

Share Purchase Warrants

A summary of the Company’s share purchase warrants as of December 31, 2022 and 2021, respectively, and changes during the period is presented below:


				Weighted Average
	Number of	Weighted Average		Remaining Contractual	Total Intrinsic
	Warrants	Exercise Price		Life (in years)	Value
Balance - January 1, 2021	2,083,000	$	47.00	2.60	$	—
Expired or cancelled	(100,000)		55.00	—		—
Balance - December 31, 2021	1,983,000		44.20	1.70	$	—
Expired or cancelled	(135,000)		39.70	—		—
Balance - December 31, 2022	1,848,000	$	44.51	0.79	$	—

STOCK OPTION PLANS

12 Months Ended

Dec. 31, 2022

STOCK OPTION PLANS

STOCK OPTION PLANS

NOTE 12: STOCK OPTION PLANS

Options to Purchase Shares of Common Stock

On May 19, 2020, the Board adopted the 2020 Equity Incentive Plan ("2020 Plan") which replaced the 2014 Omnibus Stock Option Plan. The 2020 Plan was further amended effective May 2022 to increase the number of shares of common stock authorized for issuance under the plan by 850,000 shares. The 2020 Plan allows for grants of stock options, restricted shares, stock bonuses and other equity-based awards to employees and non-employee directors of the Company. Awards under the 2020 Plan may be at prices and for terms as determined by the Company’s board of directors and may have vesting requirements as determined by the Board, provided that the exercise price for any stock option must be at least equal to the fair market value (as defined in the 2020 Plan) of a share of the stock on the grant date. Once granted, the exercise price of an option may not be reduced without the approval of the Company’s stockholders, other than under certain limited circumstances such as a stock split or take any other action with respect to a stock option that would be treated as a repricing under the rules and regulations of the Nasdaq Stock Exchange.

Options granted under the 2020 Plan have a maximum term of ten years from the date of grant and generally vest over four years.

2022 Equity Incentive Awards

On February 17, 2022, pursuant to the Company’s 2020 Equity Incentive Plan, the compensation committee of the Company’s board of directors approved a total of 125,000 options to purchase the Company’s common stock as equity-based incentive awards to the Company’s executive officers. Each option award was granted with an exercise price of $4.60 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on February 17, 2022, with the option award vesting in 48 equal monthly installments over a four-year period, subject to such executive officer’s continued service on the applicable vesting date. Additionally, on February 17, 2022, the compensation committee of the Company’s board of directors approved a total of 39,500 options to purchase the Company’s common stock to non-executive employees of the Company as equity-based incentive awards. Each option award was granted with an exercise price of $4.60 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on February 17, 2022, with the option award vesting in 48 equal monthly installments over a four-year period, subject to such employee’s continued service on the applicable vesting date.

The above awards were in addition to 17,500 stock option awards issued during the three months ended March 31, 2022 to new employees upon their commencement of employment with the Company. Each option award was granted with an exercise price of $10.00 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on January 3, 2022, with 25% of the option award vesting in one year and the remaining 75% vesting in 36 equal monthly installments thereafter over a three-year period, subject to such employee’s continued service on the applicable vesting date.

21,000 stock option awards were issued during the three months ended June 30, 2022 to new employees upon their commencement of employment with the Company. Each option award was granted with an exercise price of $4.30 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on April 1, 2022, with 25% of the option award vesting in one year and the remaining 75% vesting in 36 equal monthly installments thereafter over a three-year period, subject to such employee’s continued service on the applicable vesting date.

10,000 stock option awards were issued during the three months ended September 30, 2022 to new employees upon their commencement of employment with the Company. Each option award was granted with an exercise price of $3.50 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on July 1, 2022, with 25% of the option award vesting in one year and the remaining 75% vesting in 36 equal monthly installments thereafter over a three-year period, subject to such employee’s continued service on the applicable vesting date.

Additionally, 7,000 stock option awards were issued during the three months ended December 31, 2022 to new employees upon their commencement of employment with the Company. Each option award was granted with an exercise price of $3.73 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on October 3, 2022, with 25% of the option award vesting in one year and the remaining 75% vesting in 36 equal monthly installments thereafter over a three-year period, subject to such employee’s continued service on the applicable vesting date.

Also, pursuant to the Company’s Non-Employee Director Compensation Policy, which had previously been approved by the Company’s board of directors, 40,000 stock option awards were issued during the year ended December 31, 2022 to independent members of the board of directors of the Company. Each option award was granted on May 24, 2022 with an exercise price of $3.377 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on May 24, 2022. Each option award will vest in one year subject to the director’s continuance of service through May 24, 2023.

As of December 31, 2022, approximately 989,000 shares of common stock are available to be issued under the 2020 Plan.

Stock Options

A summary of the Company’s stock option activity is as follows for stock options:


						Weighted Average
						Remaining
		Weighted Average				Contractual
	Number of Shares	Exercise Price		Total Intrinsic Value		Life (in years)
Outstanding as of January 1, 2021	600,181	$	62.18	$	—	8.3
Granted	191,500		28.97		—	8.9
Exercised	(146)		21.20		—	—
Canceled/Expired	(22,912)		35.92		—	—
Outstanding as of December 31, 2021	768,623		54.69		—	7.7
Granted	260,000		4.68		—	7.8
Canceled/Expired	(142,450)		36.78		—	—
Outstanding as of December 31, 2022	886,173	$	42.90	$	—	7.3
Options vested and exercisable	560,929	$	59.39	$	—	6.6

The Black-Scholes option pricing model is used to estimate the fair value of stock options granted under the Company’s share-based compensation plans. The weighted average assumptions used in calculating the fair values of stock options that were granted during the years ended December 31, 2022 and 2021, respectively, were as follows:


	For the Years Ended
	December 31,
	2022			2021
Exercise price	$	4.70		$	29.00
Expected term (years)		5.9			6.0
Expected stock price volatility		85	%		94	%
Risk-free rate of interest		2	%		1	%
Expected dividend rate		0	%		0	%

The following table sets forth stock-based compensation expenses recorded during the respective periods:


	For the Years Ended
	December 31,
	2022		2021
Stock Compensation expenses:
Research and development	$	2,691,000	$	2,856,000
General and administrative		2,653,000		3,108,000
Total stock compensation expenses	$	5,344,000	$	5,964,000

At December 31, 2022, the total stock-based compensation cost related to unvested awards not yet recognized was $3.5 million. The expected weighted average period compensation costs to be recognized was 1.8 years. Future option grants will impact the compensation expense recognized.

GRANT INCOME

12 Months Ended

Dec. 31, 2022

GRANT INCOME

GRANT INCOME

NOTE 13: GRANT INCOME

In August 2021, the Company received notice of a Product Development Research award totaling approximately $13.1 million from CPRIT to support the Company’s Phase 2 clinical trial of MT-401. The CPRIT award is intended to support the adjuvant arm of the Company’s Phase 2 clinical trial evaluating MT-401 when given as an adjuvant therapy to patients with acute myeloid leukemia following a hematopoietic stem cell transplant. The primary objectives of the adjuvant arm of the trial are to evaluate relapse-free survival after MT-401 treatment when compared with a randomized control group.

Restricted cash received from grants in advance of incurring qualifying costs is recorded as deferred revenue and recognized as revenue when qualifying costs are incurred. Qualifying grant income earned in advance of cash received from grants is recognized as revenue and recorded as other receivable. The Company recorded $3.4 million and $1.2 million of grant income related to the CPRIT grant as revenue for the years ended December 31, 2022 and 2021, respectively. At December 31, 2022, the Company recorded $2.3 million of grant income receivable, which represented grant income earned in advance of the next tranche of funds to be received from CPRIT. In January 2023, the Company received $2.4 million from CPRIT.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

LEGAL PROCEEDINGS

12 Months Ended

Dec. 31, 2022

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS

NOTE 14: LEGAL PROCEEDINGS

From time to time, the Company may be party to ordinary, routine litigation incidental to their business. Other than below, the Company knows of no material, active or pending legal proceedings against the Company, nor is the Company involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of the Company’s directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to the Company’s interest.

An arbitration proceeding was brought against the Company before the Financial Industry Regulatory Authority, Inc. (“FINRA”) by a broker seeking to be paid compensation for two financing transactions that occurred in 2018, a warrant conversion and a private placement brokered by another broker. The broker’s claims were based on a placement agent agreement for a private placement it brokered in 2017, under which it alleged it was entitled to compensation for the 2018 transactions. The FINRA panel found in favor of the broker and awarded the broker $2.4 million for compensation, interest and attorney fees. As of December 31, 2021, the Company recorded an accrual of $2.4 million in accrued liabilities on its consolidated balance sheet and a $2.4 million charge to other expenses. On September 17, 2021, the broker filed a petition to confirm the FINRA arbitration award in the Supreme Court of New York for the County of New York. The Company removed the case to the United States District Court for the Southern District of New York on September 27, 2021. On October 22, 2021, the Company filed a motion in federal court to vacate the award.

On March 9, 2022, the Company was notified that its motion to vacate the award was denied and the broker was awarded an additional $0.1 million in interest. Post judgment interest accrued at 1.02% until the judgment was paid. On March 24, 2022, the Company paid the broker $2.5 million, which amount included accrued interest. On January 4, 2023, the Company was notified that the broker was awarded an additional $0.1 million in attorneys’ fees, which the Company recorded to other expenses during fiscal year ending December 31, 2022. The Company paid the $0.1 million on January 9, 2023.

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2022

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 15: RELATED PARTY TRANSACTIONS

The following table sets forth related party transaction expenses recorded for the years ended December 31, 2022 and 2021, respectively.


	For the Years Ended
	December 31,
	2022		2021
Baylor College of Medicine	$	1,142,000	$	2,851,000
Bio-Techne Corporation		101,000		306,000
Wilson Wolf Manufacturing Corporation		265,000		280,000
Total Research and development	$	1,508,000	$	3,437,000

$8,600 of related party transactions are included in accounts payable and accrued liabilities as of December 31, 2022.

Agreements with The Baylor College of Medicine (“BCM”).

In November 2018, January 2020 and February 2020, the Company entered in Sponsored Research Agreements with BCM, which provided for the conduct of research for the Company by credentialed personnel at BCM’s Center for Cell and Gene Therapy.

In September 2019, May 2020 and July 2021, the Company entered into Clinical Supply Agreements with BCM, which provided for BCM to provide to the Company multi tumor antigen specific products.

In October 2019, the Company entered in a Workforce Grant Agreement with BCM, which provided for BCM to provide to the Company manpower costs of projects for manufacturing, quality control testing and validation run activities.

In August 2020, the Company entered in a Clinical Trial Agreement with BCM, which provided for BCM to provide to the Company investigator-initiated research studies.

Purchases from Bio-Techne Corporation.

The Company is currently utilizing Bio-Techne Corporation and two of its brands for the purchases of reagents, primarily cytokines. Mr. David Eansor is a member of the Company’s board of directors and was serving as the President of the Protein Sciences Segment of Bio-Techne Corporation. Mr. Eansor resigned from Bio-Techne Corporation on March 1, 2022, and as such, two months of transactions in 2022 are included in the table above.

Purchases from Wilson Wolf.

The Company is currently utilizing Wilson Wolf for the purchases of cell culture devices called G-Rexes. Mr. John Wilson is a member of the Company’s board of directors and is serving as the CEO of Wilson Wolf Manufacturing Corporation.

INCOME TAXES

12 Months Ended

Dec. 31, 2022

INCOME TAXES

INCOME TAXES

NOTE 16: INCOME TAXES

The Company has no income tax expense due to operating losses incurred for the years ended December 31, 2022 and 2021.

The effects of temporary differences that give rise to significant portions of the deferred tax assets as of December 31, 2022 and 2021 are as follows:


	For the Years Ended
	December 31,
	2022	2021
Deferred Tax Assets
Net Operating Loss Carryforward	30,072,000	29,087,000
Stock Compensation	5,642,000	5,599,000
Accrued Expenses	—	510,000
License Agreement	—	127,000
Capitalized R&E	4,818,000	—
Research and Development	733,000	733,000
Charitable Contributions	—	8,000
Operating Lease Liability	1,611,000	2,514,000
	42,876,000	38,578,000
Less: Valuation Allowance	(41,413,000)	(36,401,000)
Total Deferred Tax Assets	1,463,000	2,177,000

Deferred Tax Liabilities
Fixed Assets	(304,000)	(94,000)
Right-of-Use Assets	(1,159,000)	(2,083,000)
Total Deferred Tax Liabilities	(1,463,000)	(2,177,000)

Net Deferred Tax Assets/(Liabilities)	—	—

The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the history of losses, management believes that it is more likely than not, that future benefits of deferred tax assets will not be realized and has established a full valuation allowance for the years ended December 31, 2022 and 2021. The Company has research and development tax credit carryforwards of $733,000 available to offset future federal income taxes. The research and development tax credit carryforwards begin to expire in 2030.

The Company has approximately $135.2 million of federal and $38.5 million of state Net Operating Losses (“NOL”s) that may be available to offset future taxable income, if any. The federal net operating loss carryforwards of $41.6 million, if not utilized, will expire between 2029 and 2037. The federal net operating loss carryforwards of $93.6 million generated in 2018 and thereafter are subject to an 80% limitation on taxable income, do not expire and will carry forward indefinitely. The state net operating loss carryforwards of $21.9 million, if not utilized, will begin to expire in 2035. The state net operating loss carryforwards of $16.6 million generated in 2018 and thereafter are subject to an 80% limitation on taxable income, do not expire and will carry forward indefinitely.

In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s net operating loss carryforwards may be limited in the event of a change in ownership. A full Section 382 analysis has not been prepared and NOLs could be subject to limitation under Section 382.

Effective for tax years beginning after December 31, 2021, taxpayers are required to capitalize any expenses incurred that are considered incidental to research and experimentation (R&E) activities under IRC Section 174. While taxpayers historically had the option of deducting these expenses under IRC Section 174, the December 2017 Tax Cuts and Jobs Act mandates capitalization and amortization of R&E expenses for tax years beginning after December 31, 2021. Expenses incurred in connection with R&E activities in the US must be amortized over a 5-year period if incurred, and R&E expenses incurred outside the US must be amortized over a 15-year period. R&E activities are broader in scope than qualified research activities considered under IRC Section 41 (relating to the research tax credit). For the year ended December 31, 2022, the Company performed an analysis based on available guidance and determined that it will continue to be in a loss position even after the required capitalization and amortization of its R&E expenses. The Company will

continue to monitor this issue for future developments, but it does not expect R&E capitalization and amortization to require it to pay cash taxes now or in the near future.

The Company’s income tax returns for 2018 to 2021 are still open and subject to audit. In addition, net operating losses arising from prior years are also subject to examination at the time they are utilized in future years.

For the years ended December 31, 2022 and 2021, the expected tax expense (benefit) based on the U. S. federal statutory rate is reconciled with the actual tax provision (benefit) as follows:


	For the Years Ended December 31,
	2022			2021
		Percent of			Percent of
	Amount	Pretax Loss		Amount	Pretax Loss
U.S. federal statutory rate	(6,285,000)	21.00	%	(8,795,000)	21.00	%
State taxes, net of federal benefit	(44,000)	0.15	%	(48,000)	0.11	%
Tax rate change	10,000	-0.03	%	(291,000)	0.69	%
Permanent Differences
- Other permanent differences	288,000	-0.96	%	262,000	-0.63	%
Change in valuation allowance	5,012,000	-16.75	%	8,769,000	-20.94	%
Deferred true-up	1,019,000	-3.40	%	103,000	-0.25	%
Income tax provision/(benefit)	—	0.00	%	—	0.00	%

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of December 31, 2022, and 2021, there were no unrecognized tax benefits. The Company recognizes accrued interest and penalties as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position in the next year.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 17:SUBSEQUENT EVENTS

On March 13, 2023, Mythili Koneru, Chief Medical Officer of Marker Therapeutics, Inc., notified the Company of her intent to resign as Chief Medical Officer of the Company effective as of April 9, 2023.

On March 14, 2023, the Company signed an agreement with AlloVir, Inc. in which Marker will collaborate with AlloVir to optimize certain aspects of AlloVir’s manufacturing process. Under the terms of this agreement, Marker will conduct a number of process improvement studies and provide AlloVir with the results of its findings. For its work with AlloVir, the Company will receive total compensation in the amount of $400,000, estimated to be fully earned by the end of the third quarter in 2023.

SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2022

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Principles of Consolidation

Use of Estimates

Cash, Cash Equivalents, Restricted Cash and Credit Risk


	December 31,		December 31,
	2022		2021

Cash and cash equivalents	$	11,782,172	$	42,351,145
Restricted cash	$	—	$	1,146,186
Total cash, cash equivalents and restricted cash shown in statements of cash flows	$	11,782,172	$	43,497,331

Cash received from grants in advance of incurring qualifying costs are recorded as restricted cash until they are earned and recorded to grant income.

Property and Equipment

Property and equipment - Construction in Progress

Impairment Testing of Long-Lived Assets and Right-Of-Use Assets

Patents and Patent Application Costs

Stock-Based Compensation

Expected Volatility — The Company computes stock price volatility over expected terms based on its historical common stock trading prices.

Risk-Free Interest Rate — The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term.

Research and Development Costs

Income Taxes

Grant Income

In August 2021, the Company received notice of a Product Development Research award totaling approximately $13.1 million from CPRIT to support its Phase 2 clinical trial of MT-401.

Loss per Common Share

New Accounting Standards

SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2022

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES


	December 31,		December 31,
	2022		2021

Cash and cash equivalents	$	11,782,172	$	42,351,145
Restricted cash	$	—	$	1,146,186
Total cash, cash equivalents and restricted cash shown in statements of cash flows	$	11,782,172	$	43,497,331

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS (Tables)

12 Months Ended

Dec. 31, 2022

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

Schedule of computation of net loss per share


	For the Years Ended
	December 31,
	2022		2021
Numerator:
Net loss	$	(29,930,694)	$	(41,878,871)

Denominator:
Weighted average common shares outstanding		8,351,003		7,650,567

Net loss per share:
Basic and diluted	$	(3.58)	$	(5.47)

Schedule of anti-dilutive securities


	For the Years Ended
	December 31,
	2022	2021
Common stock options	886,000	768,600
Common stock purchase warrants	1,848,000	1,983,000
Potentially dilutive securities	2,734,000	2,751,600

PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2022

PROPERTY AND EQUIPMENT

Schedule of property and equipment


		December 31,		December 31,
	Estimated Useful Lives	2022		2021
Lab and manufacturing equipment	5 Years	$	11,824,000	$	7,851,000
Computers, equipment and software	3-5 Years		899,000		1,020,000
Office furniture	5 Years		924,000		793,000
Leasehold improvements	Lesser of lease term or estimated useful life		3,950,000		3,173,000
Total			17,597,000		12,837,000
Less: accumulated depreciation			(5,274,000)		(2,740,000)
Construction in progress			—		2,226,000
Total fixed assets, net		$	12,323,000	$	12,323,000

LEASES (Tables)

12 Months Ended

Dec. 31, 2022

LEASES

Schedule of quantitative information about operating leases



	For the Years Ended
		December 31,
	2022		2021
Operating lease expense summary:
Operating lease expense	$	1,483,000		1,702,000
Short-term lease expense		48,000		—
Variable lease expense		648,000		606,000
Total	$	2,179,000	$	2,308,000

Schedule of maturities of operating leases


Year ending December 31, 2023		983,000
Year ending December 31, 2024		1,254,000
Year ending December 31, 2025		1,290,000
Year ending December 31, 2026		1,177,000
Year ending December 31, 2027		1,163,000
Thereafter		3,590,000
Total		9,457,000
Less present value discount		(1,840,000)
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at December 31, 2022	$	7,617,000

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2022

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Schedule of accounts payable and accrued liabilities


	December 31,		December 31,
	2022		2021
Accounts payable	$	1,612,000	$	5,144,000
Compensation and benefits		1,779,000		2,055,000
Process development expenses		342,000		385,000
Professional fees		558,000		644,000
Technology license fees		—		250,000
Arbitration settlement fees		114,000		2,407,000
Other		300,000		250,000
Total accounts payable and accrued liabilities	$	4,705,000	$	11,135,000

WARRANTS (Tables)

12 Months Ended

Dec. 31, 2022

Warrant [Member]

Schedule of share purchase warrants


				Weighted Average
	Number of	Weighted Average		Remaining Contractual	Total Intrinsic
	Warrants	Exercise Price		Life (in years)	Value
Balance - January 1, 2021	2,083,000	$	47.00	2.60	$	—
Expired or cancelled	(100,000)		55.00	—		—
Balance - December 31, 2021	1,983,000		44.20	1.70	$	—
Expired or cancelled	(135,000)		39.70	—		—
Balance - December 31, 2022	1,848,000	$	44.51	0.79	$	—

STOCK OPTION PLANS (Tables)

12 Months Ended

Dec. 31, 2022

STOCK OPTION PLANS

Summary of the company's stock option activity


						Weighted Average
						Remaining
		Weighted Average				Contractual
	Number of Shares	Exercise Price		Total Intrinsic Value		Life (in years)
Outstanding as of January 1, 2021	600,181	$	62.18	$	—	8.3
Granted	191,500		28.97		—	8.9
Exercised	(146)		21.20		—	—
Canceled/Expired	(22,912)		35.92		—	—
Outstanding as of December 31, 2021	768,623		54.69		—	7.7
Granted	260,000		4.68		—	7.8
Canceled/Expired	(142,450)		36.78		—	—
Outstanding as of December 31, 2022	886,173	$	42.90	$	—	7.3
Options vested and exercisable	560,929	$	59.39	$	—	6.6

Schedule or description of weighted average discount rate


	For the Years Ended
	December 31,
	2022			2021
Exercise price	$	4.70		$	29.00
Expected term (years)		5.9			6.0
Expected stock price volatility		85	%		94	%
Risk-free rate of interest		2	%		1	%
Expected dividend rate		0	%		0	%

Schedule of stock-based compensation expenses


	For the Years Ended
	December 31,
	2022		2021
Stock Compensation expenses:
Research and development	$	2,691,000	$	2,856,000
General and administrative		2,653,000		3,108,000
Total stock compensation expenses	$	5,344,000	$	5,964,000

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2022

RELATED PARTY TRANSACTIONS


	For the Years Ended
	December 31,
	2022		2021
Baylor College of Medicine	$	1,142,000	$	2,851,000
Bio-Techne Corporation		101,000		306,000
Wilson Wolf Manufacturing Corporation		265,000		280,000
Total Research and development	$	1,508,000	$	3,437,000

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2022

INCOME TAXES

Schedule of Deferred Tax Assets and Liabilities


	For the Years Ended
	December 31,
	2022	2021
Deferred Tax Assets
Net Operating Loss Carryforward	30,072,000	29,087,000
Stock Compensation	5,642,000	5,599,000
Accrued Expenses	—	510,000
License Agreement	—	127,000
Capitalized R&E	4,818,000	—
Research and Development	733,000	733,000
Charitable Contributions	—	8,000
Operating Lease Liability	1,611,000	2,514,000
	42,876,000	38,578,000
Less: Valuation Allowance	(41,413,000)	(36,401,000)
Total Deferred Tax Assets	1,463,000	2,177,000

Deferred Tax Liabilities
Fixed Assets	(304,000)	(94,000)
Right-of-Use Assets	(1,159,000)	(2,083,000)
Total Deferred Tax Liabilities	(1,463,000)	(2,177,000)

Net Deferred Tax Assets/(Liabilities)	—	—

Summary Of Expected Tax Expense Benefit Based On Federal Statutory Rates Reconciled With Actual Tax Provision Benefit


	For the Years Ended December 31,
	2022			2021
		Percent of			Percent of
	Amount	Pretax Loss		Amount	Pretax Loss
U.S. federal statutory rate	(6,285,000)	21.00	%	(8,795,000)	21.00	%
State taxes, net of federal benefit	(44,000)	0.15	%	(48,000)	0.11	%
Tax rate change	10,000	-0.03	%	(291,000)	0.69	%
Permanent Differences
- Other permanent differences	288,000	-0.96	%	262,000	-0.63	%
Change in valuation allowance	5,012,000	-16.75	%	8,769,000	-20.94	%
Deferred true-up	1,019,000	-3.40	%	103,000	-0.25	%
Income tax provision/(benefit)	—	0.00	%	—	0.00	%

NATURE OF OPERATIONS (Details) - USD ($)	Jan. 26, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
NATURE OF OPERATIONS
Common stock authorized		30,000,000		15,000,000
Subsequent event
NATURE OF OPERATIONS
Reverse stock split	1-for-10
Reverse stock split value	$ 394.80
Maximum
NATURE OF OPERATIONS
Common stock authorized			30,000,000
Maximum \| Subsequent event
NATURE OF OPERATIONS
Common stock authorized	300,000,000
Minimum
NATURE OF OPERATIONS
Common stock authorized			15,000,000
Minimum \| Subsequent event
NATURE OF OPERATIONS
Common stock authorized	30,000,000

FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS (Details) - USD ($)						1 Months Ended		3 Months Ended	12 Months Ended
	Mar. 13, 2023	Dec. 12, 2022	Sep. 13, 2022	Apr. 21, 2021	Mar. 16, 2021	Jan. 31, 2023	Aug. 31, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Cash and cash equivalents									$ 11,800,000
Number of shares issued					3,228,286
Proceeds from issuance of common stock, net					$ 52,600,000				202,130	$ 52,552,758
Issuance of common shares for cash									202,130	52,552,758
Amount of notice received							$ 13,100,000
Funds received from CPRIT grant							4,800,000	$ 2,400,000
Revenue from CPRIT									3,400,000
Deferred revenue								$ 1,146,186	0	$ 1,146,186
Grant income received			$ 2,000,000.0
Grant revenue									100,000
Grant income receivable									$ 100,000
Funds received from CPRIT grant						$ 2,400,000
Common Stock
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Number of shares issued									60,651	3,228,286
Issuance of common shares for cash									$ 61	$ 3,228
Lincoln Park
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Commitment fee						$ 500,000
Lincoln Park \| Common Stock
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Stock issued during period other		$ 25,000,000
Stock issued during period other (in shares)						180,410
Subsequent event
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Funds received from CPRIT grant	$ 100,000					$ 100,000
ATM Agreement \| Common Stock
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Number of shares issued									60,651
Stock issued during period for services									$ 200,000
ATM Agreement \| Sales Agents
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Aggregate offering price							$ 75,000,000.0
Commission rate							3.00%
Binding Services Agreement
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Issuance of common shares for cash				$ 8,000,000.0
Binding Services Agreement \| Wilson Wolf Manufacturing Corporation
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Revenue recognized									5,500,000
Deferred revenue									$ 2,500,000

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)			1 Months Ended		3 Months Ended	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Mar. 13, 2023	Sep. 13, 2022	Jan. 31, 2023	Aug. 31, 2021	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2020
Significant Accounting Policies
Cash, FDIC insured amount						$ 250,000
Cash, uninsured amount						1,800,000
Construction in progress					$ 2,225,610	0
Receipt of product development research award				$ 13,100,000
Funds received from CPRIT grant				$ 4,800,000	2,400,000
Grant income receivable						2,300,000
Grant income receivable						100,000
Grant revenue						100,000
Grant income received		$ 2,000,000.0
Funds received from CPRIT grant			$ 2,400,000
Other receivables					237	2,402,004
Subsequent event
Significant Accounting Policies
Funds received from CPRIT grant	$ 100,000		100,000
Manufacturing facility in Houston, Texas
Significant Accounting Policies
Construction in progress					$ 2,200,000	$ 1,900,000	$ 6,800,000
Subsequent event
Significant Accounting Policies
Other receivables			$ 2,400,000
Grant income
Significant Accounting Policies
Amount of award grant from orphan product grant program		$ 2,000,000.0

SIGNIFICANT ACCOUNTING POLICIES - Reconciliation Of Cash, Cash Equivalents And Restricted Cash (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents	$ 11,782,172	$ 42,351,145
Restricted cash	0	1,146,186
Total cash, cash equivalents and restricted cash shown in statements of cash flows	$ 11,782,172	$ 43,497,331	$ 21,352,382

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERSE - Computation of loss per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss	$ (29,930,694)	$ (41,878,871)
Denominator:
Weighted average common shares outstanding, Basic	8,351,003	7,650,567
Weighted average common shares outstanding, Diluted	8,351,003	7,650,567
Net loss per share:
Net loss per share, basic	$ (3.58)	$ (5.47)
Net loss per share, diluted	$ (3.58)	$ (5.47)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 40
-Section 65
-Paragraph 1
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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS - Dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
NET LOSS PER SHARE
Potentially dilutive securities	2,734,000	2,751,600
Common stock options
NET LOSS PER SHARE
Common stock purchase warrants	886,000	768,600
Common stock purchase warrants
NET LOSS PER SHARE
Common stock purchase warrants	1,848,000	1,983,000

OTHER RECEIVABLE (Details) - USD ($)		1 Months Ended	12 Months Ended
OTHER RECEIVABLE (Details) - USD ($)	Mar. 13, 2023	Jan. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
OTHER RECEIVABLE
Other receivables			$ 2,402,004	$ 237
Grant revenue			100,000
Grant income receivable			100,000
Funds received from CPRIT grant		$ 2,400,000
Subsequent event
OTHER RECEIVABLE
Funds received from CPRIT grant	$ 100,000	100,000
Cancer Prevention And Research Institute Of Texas
OTHER RECEIVABLE
Reimbursements			3,400,000
Other receivables			$ 2,300,000
Subsequent event
OTHER RECEIVABLE
Other receivables		$ 2,400,000

PROPERTY AND EQUIPMENT (Details) - USD ($)	12 Months Ended
PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
PROPERTY AND EQUIPMENT
Total	$ 17,597,000	$ 12,837,000
Less: accumulated depreciation	(5,274,000)	(2,740,000)
Construction in progress	0	2,226,000
Total fixed assets, net	12,323,000	12,323,000
Lab and manufacturing equipment
PROPERTY AND EQUIPMENT
Total	$ 11,824,000	7,851,000
Estimated Useful Lives	5 years
Computers, equipment and software
PROPERTY AND EQUIPMENT
Total	$ 899,000	1,020,000
Computers, equipment and software \| Minimum
PROPERTY AND EQUIPMENT
Estimated Useful Lives	3 years
Computers, equipment and software \| Maximum
PROPERTY AND EQUIPMENT
Estimated Useful Lives	5 years
Office furniture
PROPERTY AND EQUIPMENT
Total	$ 924,000	793,000
Estimated Useful Lives	5 years
Leasehold improvements
PROPERTY AND EQUIPMENT
Total	$ 3,950,000	$ 3,173,000

PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
PROPERTY AND EQUIPMENT
Depreciation expense	$ 2,800,000	$ 2,100,000
Construction in progress	0	2,225,610
Manufacturing facility in Houston, Texas
PROPERTY AND EQUIPMENT
Construction in progress	$ 1,900,000	$ 2,200,000	$ 6,800,000

LEASES (Details) - USD ($)	Dec. 31, 2022	Sep. 15, 2022	Dec. 31, 2021
LEASES
Reduction in operating lease liabilities for lease termination		$ 3,700,000
Reduction in right-of-use assets for lease termination		$ 3,500,000
Total operating lease liabilities	$ 7,617,000		$ 11,900,000
Operating lease, right-of-use asset	$ 5,479,786		$ 9,830,461

LEASES - Quantitative Information About Operating Leases (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating lease expense summary:
Operating lease expense	$ 1,483,000	$ 1,702,000
Short-term lease expense	48,000
Variable lease expense	648,000	606,000
Total	2,179,000	2,308,000
Other information:
Operating cash flows - operating leases	$ 1,106,000	$ 1,077,000
Weighted-average remaining lease term - operating leases	7 years 6 months	8 years 4 months 24 days
weighted-average discount rate used to determine the operating lease liability	5.50%	5.70%

LEASES - Maturities of Operating Leases (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
LEASES
Year ending December 31, 2023	$ 983,000
Year ending December 31, 2024	1,254,000
Year ending December 31, 2025	1,290,000
Year ending December 31, 2026	1,177,000
Year ending December 31, 2027	1,163,000
Thereafter	3,590,000
Total	9,457,000
Less present value discount	(1,840,000)
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at December 31, 2022	$ 7,617,000	$ 11,900,000

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	1 Months Ended
	Aug. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable		$ 1,612,000	$ 5,144,000
Compensation and benefits		1,779,000	2,055,000
Process development expenses		342,000	385,000
Professional fees		558,000	644,000
Technology license fees			250,000
Arbitration settlement fees		114,000	2,407,000
Other		300,000	250,000
Total accounts payable and accrued liabilities		4,704,611	$ 11,134,913
Operational Cost Reduction Plan
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Compensation and benefits		$ 300,000
Reduction in headcount of general and administrative function (as a percent)	23.50%

RELATED PARTY DEFERRED REVENUE (Details) - USD ($)		12 Months Ended
RELATED PARTY DEFERRED REVENUE (Details) - USD ($)	Apr. 21, 2022	Dec. 31, 2022	Dec. 31, 2021
RELATED PARTY LIABILITY
Revenue recognized		$ 9,013,544	$ 1,241,710
Related party deferred revenue		2,500,000
Wilson Wolf Manufacturing Corporation \| Binding Services Agreement
RELATED PARTY LIABILITY
Cash payment from related party	$ 8,000,000.0
Advance received for non-exclusive training of Wilson Wolf to make, use, and sell Marker's cell culture non-proprietary media formulation	2,000,000.0
Advance received for non-exclusive training of Wilson Wolf to replicate Marker's quality management system inclusive of all underlying documents	1,000,000.0
Advance received for non-exclusive training of Wilson Wolf to replicate Marker's cGMP-compliant, linearly scalable, G-Rex based T-cell manufacturing process	2,000,000.0
Advance received under the hired to invent doctrine for Marker to train Wilson Wolf on its expertise in the optimization of T-cell therapy manufacturing processes	$ 3,000,000.0
Period for completion of optimization work under the direction of Wilson Wolf which Marker will make good faith efforts from the agreement date	18 months
Additional amount agreed to received from Wilson Wolf if the Work Direction is completed within one year from the onset of the agreement	$ 1,000,000.0
Threshold minimum combined voting power of the surviving entity or parent corporation of the surviving entity considered (in percent)	50.00%
Revenue recognized		5,500,000
Related party deferred revenue		2,500,000
Related party service revenue
RELATED PARTY LIABILITY
Revenue recognized		$ 5,500,000

STOCKHOLDERS' EQUITY - Discretion of the Board of Directors and Common Stock Transactions (Details) - USD ($)		12 Months Ended
	Mar. 16, 2021	Dec. 31, 2022	Dec. 31, 2021	Jan. 26, 2023	Jun. 30, 2022
STOCKHOLDERS' EQUITY
Common stock authorized		30,000,000	15,000,000
Number of shares issued	3,228,286
Proceeds from issuance of common stock, net	$ 52,600,000	$ 202,130	$ 52,552,758
Related costs		$ 1,900,000
Board Compensation
STOCKHOLDERS' EQUITY
Issuance of shares of common stock			6,329
Exercise of Stock Warrants
STOCKHOLDERS' EQUITY
Issuance of shares of common stock			146
Minimum
STOCKHOLDERS' EQUITY
Common stock authorized					15,000,000
Minimum \| Subsequent event
STOCKHOLDERS' EQUITY
Common stock authorized				30,000,000
Maximum
STOCKHOLDERS' EQUITY
Common stock authorized					30,000,000
Maximum \| Subsequent event
STOCKHOLDERS' EQUITY
Common stock authorized				300,000,000

STOCKHOLDERS' EQUITY - Additional Information (Details) - USD ($)		12 Months Ended
	Mar. 16, 2021	Dec. 31, 2022	Dec. 31, 2021
STOCKHOLDERS' EQUITY
Issuance of common shares for cash (in shares)	3,228,286
Issuance of common shares for cash		$ 202,130	$ 52,552,758
Proceeds from Issuance of Common Stock	$ 52,600,000	$ 202,130	$ 52,552,758
Stock options exercised for cash (in shares)			146
Exercise price			$ 21.20
Stock options exercised for cash			$ 3,087
2020 Equity Incentive Plan
STOCKHOLDERS' EQUITY
Issuance of common shares for cash (in shares)		37,252
Issuance of common shares for cash		$ 180,200
ATM Agreement
STOCKHOLDERS' EQUITY
Issuance of common shares for cash (in shares)		60,651
Proceeds from Issuance of Common Stock		$ 202,100
Board Compensation
STOCKHOLDERS' EQUITY
Issuance of shares of common stock			6,329
Fair value of common stock			$ 200,000
Common Stock
STOCKHOLDERS' EQUITY
Issuance of common shares for cash (in shares)		60,651	3,228,286
Issuance of common shares for cash		$ 61	$ 3,228
Stock options exercised for cash (in shares)			146
Aggregate shares of common stock		37,252	6,329
Exercise of Stock Warrants
STOCKHOLDERS' EQUITY
Issuance of shares of common stock			146

STOCKHOLDERS' EQUITY - Underwritten Public Offering (Details) - USD ($)			12 Months Ended
	Mar. 16, 2021	Mar. 11, 2021	Dec. 31, 2022	Dec. 31, 2021
STOCKHOLDERS' EQUITY
Number of shares issued	3,228,286
Proceeds from issuance of common stock, net	$ 52,600,000		$ 202,130	$ 52,552,758
Offering cost		$ 3,900,000
Aggregate proceeds from shares issued under the purchase agreement			$ 202,130	52,552,758
Underwritten Public Offering
STOCKHOLDERS' EQUITY
Number of shares authorized to issue and sell		2,857,200
Share price		$ 17.50
Option period		30 days
Number of additional shares authorized to issue and sell		428,580
Number of additional shares issued		371,086
Number of shares issued		3,228,286
Proceeds from issuance of common stock, net		$ 52,600,000
Exercise of Stock Warrants
STOCKHOLDERS' EQUITY
Proceeds from issuance of warrants				3,100
Board Compensation
STOCKHOLDERS' EQUITY
Fair value of common stock				$ 200,000

STOCKHOLDERS' EQUITY - Stock Purchase Agreement (Details) - USD ($)		3 Months Ended	12 Months Ended
	Mar. 16, 2021	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
STOCKHOLDERS' EQUITY
Aggregate proceeds from shares issued under the purchase agreement			$ 202,130	$ 52,552,758
Issuance of common shares for cash (in shares)	3,228,286
Stock Purchase Agreement \| Lincoln Park
STOCKHOLDERS' EQUITY
Aggregate proceeds from shares issued under the purchase agreement			$ 25,000,000
Stock Purchase Agreement \| Lincoln Park \| Subsequent event
STOCKHOLDERS' EQUITY
Aggregate proceeds from shares issued under the purchase agreement		$ 500,000
Issuance of common shares for cash (in shares)		180,410

WARRANTS - Summary of Share Purchase Warrants (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
WARRANTS
Number of Warrants, Beginning balance	1,983,000	2,083,000
Number of Warrants, Expired or cancelled	(135,000)	(100,000)
Number of Warrants, Ending balance	1,848,000	1,983,000	2,083,000
Weighted Average Exercise Price, Beginning Balance	$ 44.20
Weighted Average Exercise Price, Exercised for cash			$ 47.00
Weighted Average Exercise Price, Expired or cancelled	39.70	$ 55.00
Weighted Average Exercise Price, Ending Balance	$ 44.51	$ 44.20
Weighted Average Remaining Contractual Life (in years)	9 months 14 days	1 year 8 months 12 days	2 years 7 months 6 days

STOCK OPTION PLANS - Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
STOCK-BASED COMPENSATION
Number of Shares Outstanding, Beginning Balance	768,623	600,181
Number of Shares, Granted	260,000	191,500
Number of Shares, Cancelled / Expired	(142,450)	(22,912)
Number of Shares Outstanding, Ending Balance	886,173	768,623	600,181
Number of Shares, Options vested and exercisable	560,929
Weighted Average Exercise Price per Share Outstanding, Beginning Balance	$ 54.69	$ 62.18
Weighted Average Exercise Price per Share, Granted	4.68	28.97
Exercise price		21.20
Weighted Average Exercise Price per Share, Cancelled / Expired	36.78	35.92
Weighted Average Exercise Price per Share Outstanding, Ending Balance	42.90	$ 54.69	$ 62.18
Weighted Average Exercise Price, Options vested and exercisable	$ 59.39
Weighted Average Remaining Contractual Life, Outstanding	7 years 3 months 18 days	7 years 8 months 12 days	8 years 3 months 18 days
Weighted Average Remaining Contractual Life, Options granted	7 years 9 months 18 days	8 years 10 months 24 days
Weighted Average Remaining Contractual Life, Options vested and exercisable	6 years 7 months 6 days

STOCK OPTION PLANS - Weighted Average Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
STOCK OPTION PLANS
Exercise price	$ 4.70	$ 29.00
Expected term (years)	5 years 10 months 24 days	6 years
Expected stock price volatility	85.00%	94.00%
Risk-free rate of interest	2.00%	1.00%
Expected dividend rate	0.00%	0.00%

STOCK OPTION PLANS - Stock-based compensation expenses (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
STOCK-BASED COMPENSATION
Total stock compensation expenses	$ 5,344,000	$ 5,964,000
Research and development
STOCK-BASED COMPENSATION
Total stock compensation expenses	2,691,000	2,856,000
General and administrative
STOCK-BASED COMPENSATION
Total stock compensation expenses	$ 2,653,000	$ 3,108,000

STOCK OPTION PLANS - Additional Information (Details)									1 Months Ended	3 Months Ended		12 Months Ended
STOCK OPTION PLANS - Additional Information (Details)	Oct. 03, 2022 installment $ / shares	Jul. 01, 2022 installment	May 24, 2022 $ / shares	Apr. 01, 2022 installment	Feb. 17, 2022 installment $ / shares shares	Jan. 03, 2022 installment	Oct. 01, 2021	Apr. 01, 2021	Jul. 31, 2022	Sep. 30, 2022 $ / shares shares	Dec. 31, 2021 $ / shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jun. 30, 2022 $ / shares shares	Mar. 31, 2022 $ / shares shares	May 19, 2020 shares
STOCK-BASED COMPENSATION
Expiration period												10 years
Granted (Shares) \| shares												260,000	191,500
Exercise price \| $ / shares											$ 29.00	$ 4.70	$ 29.00
Award vesting period												1 year
Weighted Average Exercise Price per Share, Granted \| $ / shares												$ 4.68	$ 28.97
Compensation cost not yet recognized \| $												$ 3,500,000
Compensation cost not yet recognized, period for recognition												1 year 9 months 18 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period \| shares													146
Proceeds from exercise of stock options \| $													$ 3,087
2020 Equity Incentive Plan
STOCK-BASED COMPENSATION
Award vesting period												4 years
Number of shares options available to be issued \| shares												989,000				850,000
2021 Equity Incentive Awards \| Employees
STOCK-BASED COMPENSATION
Exercise price \| $ / shares														$ 4.30
2022 Equity Incentive Awards \| Tranche one
STOCK-BASED COMPENSATION
Number of equal monthly installments of award \| installment				36
Award vesting period	1 year	1 year		1 year
2022 Equity Incentive Awards \| Tranche two
STOCK-BASED COMPENSATION
Number of equal monthly installments of award \| installment	36	36
2022 Equity Incentive Awards \| Employees
STOCK-BASED COMPENSATION
Exercise price \| $ / shares	$ 3.73									$ 3.50					$ 10.00
Award vesting period				3 years		3 years				3 years	3 years
Number of options to purchase shares \| shares										10,000		7,000		21,000	17,500
Vesting percentage				75.00%		75.00%	25.00%	25.00%	25.00%	75.00%	75.00%
2022 Equity Incentive Awards \| Employees \| Tranche one
STOCK-BASED COMPENSATION
Vesting percentage				25.00%
2022 Equity Incentive Awards \| Non-Employee
STOCK-BASED COMPENSATION
Weighted Average Exercise Price per Share, Granted \| $ / shares			$ 3.377
2022 Equity Incentive Awards \| Non Employee Stock Option
STOCK-BASED COMPENSATION
Number of options to purchase shares \| shares												40,000
2022 Equity Incentive Awards \| Non-executive employees
STOCK-BASED COMPENSATION
Number of equal monthly installments of award \| installment						36
2022 Equity Incentive Awards \| 2020 Equity Incentive Plan \| Executive officer
STOCK-BASED COMPENSATION
Granted (Shares) \| shares					125,000
Exercise price \| $ / shares					$ 4.60
Award vesting period					4 years
2022 Equity Incentive Awards \| 2020 Equity Incentive Plan \| Non-executive employees
STOCK-BASED COMPENSATION
Granted (Shares) \| shares					39,500
Exercise price \| $ / shares					$ 4.60
Number of equal monthly installments of award \| installment					48
Award vesting period					4 years

GRANT INCOME (Details) - USD ($)		1 Months Ended		12 Months Ended
GRANT INCOME (Details) - USD ($)	Mar. 13, 2023	Jan. 31, 2023	Aug. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Sep. 13, 2022
GRANT INCOME
Receipt of product development research award			$ 13,100,000
Funds received from CPRIT grant		$ 2,400,000
Revenue recognized				$ 9,013,544	$ 1,241,710
Grant revenue				100,000
Grant income receivable				100,000
Grant income receivable				2,300,000
Subsequent event
GRANT INCOME
Funds received from CPRIT grant	$ 100,000	$ 100,000
Grant income
GRANT INCOME
Revenue recognized				$ 3,513,544	$ 1,241,710
FDA's orphan products grant program, grant receivable						$ 2,000,000.0

LEGAL PROCEEDINGS (Details) - USD ($) $ in Millions					12 Months Ended
LEGAL PROCEEDINGS (Details) - USD ($) $ in Millions	Jan. 09, 2023	Jan. 04, 2023	Mar. 24, 2022	Mar. 09, 2022	Dec. 31, 2022	Dec. 31, 2021
Loss Contingencies
Compensation, interest and attorney fees					$ 2.4
Accrued liabilities						$ 2.4
Other expenses						$ 2.4
Broker was awarded with additional in interest				$ 0.1
Percentage of accrual of post judgment interest				1.02%
Broker was awarded accrued interest			$ 2.5
Subsequent event
Loss Contingencies
Additional attorney fees awarded		$ 0.1
Payment of commitment fee	$ 0.1

RELATED PARTY TRANSACTIONS (Details) - USD ($)	12 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
RELATED PARTY TRANSACTIONS
Total Research and development	$ 1,508,000	$ 3,437,000
Baylor College of Medicine
RELATED PARTY TRANSACTIONS
Total Research and development	1,142,000	2,851,000
Bio-Techne Corporation
RELATED PARTY TRANSACTIONS
Total Research and development	101,000	306,000
Wilson Wolf Manufacturing Corporation
RELATED PARTY TRANSACTIONS
Total Research and development	$ 265,000	$ 280,000

INCOME TAXES - Summary of Effects of Temporary Differences that Give Rise to Significant Portions of the Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred Tax Assets
Net Operating Loss Carryforward	$ 30,072,000
Stock Compensation	5,642,000
Capitalized R&E	4,818,000
Research and Development	733,000
Operating Lease Liability	1,611,000
Deferred Tax Assets	42,876,000
Less: Valuation Allowance	(41,413,000)
Total Deferred Tax Assets	1,463,000
Deferred Tax Liabilities
Fixed Assets	(304,000)
Right-of-Use Assets	(1,159,000)
Total Deferred Tax Liabilities	$ (1,463,000)
Previously reported
Deferred Tax Assets
Net Operating Loss Carryforward		$ 29,087,000
Stock Compensation		5,599,000
Accrued Expenses		510,000
License Agreement		127,000
Research and Development		733,000
Charitable Contributions		8,000
Operating Lease Liability		2,514,000
Deferred Tax Assets		38,578,000
Less: Valuation Allowance		(36,401,000)
Total Deferred Tax Assets		2,177,000
Deferred Tax Liabilities
Fixed Assets		(94,000)
Right-of-Use Assets		(2,083,000)
Total Deferred Tax Liabilities		$ (2,177,000)

INCOME TAXES - Additional Information's (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES
Deferred Tax Assets, Tax Credit Carryforwards, Research	$ 733,000
Deferred Tax Assets, Operating Loss Carryforwards, Foreign	135,200,000	$ 41,600,000
Deferred Tax Assets, Operating Loss Carryforwards, State and Local	$ 38,500,000	21,900,000
Tax credit carryforwards expiration period	2029
Tax credit carryforwards expiration year end	2037
Foreign tax authority
INCOME TAXES
Operating Loss Carryforwards		93,600,000
Operating Loss Carryforwards Limitation Percentage	80.00%
State and local jurisdiction
INCOME TAXES
Operating Loss Carryforwards		$ 16,600,000
Operating Loss Carryforwards Limitation Percentage	80.00%

INCOME TAXES- Summary of Expected Tax Expense (Benefit) Based on the U.S. Federal Statutory Rate is Reconciled with the Actual Tax Provision (Benefit) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES
U.S. federal statutory rate	$ (6,285,000)	$ (8,795,000)
State taxes, net of federal benefit	(44,000)	(48,000)
Tax rate change	$ 10,000	$ (291,000)
U.S. federal statutory rate, Percent	21.00%	21.00%
State taxes, net of federal benefit, Percent	0.15%	0.11%
Tax rate change, Percent	(0.03%)	0.69%
Permanent Differences
Permanent differences- Other permanent differences	$ 288,000	$ 262,000
Change in valuation allowance	5,012,000	8,769,000
Deferred true-up	$ 1,019,000	$ 103,000
Permanent differences- Other permanent differences, Percent	(0.96%)	(0.63%)
Change in valuation allowance, Percent	(16.75%)	(20.94%)
Deferred true-up, Percent	(3.40%)	(0.25%)
Income tax provision (benefit), Percent	0.00%	0.00%
Unrecognized Tax Benefits	$ 0	$ 0
Unrecognized Tax Benefits Income Tax Penalties And Interest Accrued	$ 0	$ 0

SUBSEQUENT EVENTS (Details) - USD ($)		12 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($)	Mar. 14, 2023	Dec. 31, 2022	Dec. 31, 2021
Subsequent Events
Stock-based compensation		$ 5,344,006	$ 5,964,048
Subsequent Event [Member] \| AlloVir, Inc
Subsequent Events
Stock-based compensation	$ 400,000