0001410578-24-001978 | 10-Q | XBRL Viewer

STOCKHOLDERS' EQUITY	9 Months Ended
Sep. 30, 2024
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY	NOTE 9: STOCKHOLDERS’ EQUITY 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, 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 historical share and per share amounts reflected in this report have been adjusted to reflect the Reverse Stock Split. Common Stock Transactions Issuance of Stock Pursuant to ATM Agreement During the nine months ended September 30, 2024, the Company sold 8,178 shares of its common stock under the ATM Agreement for gross proceeds of $37,000. During the nine months ended September 30, 2023, the Company sold 265,334 shares of its common stock under the ATM Agreement for gross proceeds of $1.0 million. On June 10, 2024, the Company provided notice of its termination of the ATM Agreement with Cantor Fitzgerald & Co. and RBC Capital Markets, LLC. The Company is currently considering more effective ways to improve market access to its equity. Stock Purchase Agreement In December 2022, the Company entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park which provides that, upon the terms and subject to the conditions of the agreement, the Company had the right, but not the obligation, to sell to Lincoln Park up to $25,000,000 of shares of its common stock (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 Purchase 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 was indexed to the Company’s own stock under ASC Subtopic 815-40, Contracts in Entity’s Own Equity, and classified as equity. In January 2023, Lincoln Park was issued 180,410 shares of stock as a commitment fee at a value of $0.5 million. During the nine months ended September 30, 2023, the Company sold 12,500 shares of its common stock under the Purchase Agreement for gross proceeds of approximately $33,000. The Company terminated the Purchase Agreement with Lincoln Park on February 29, 2024, effective March 1, 2024. Exercise of Stock Options During the nine months ended September 30, 2024, certain outstanding options were exercised for 23,892 shares of common stock, providing aggregate proceeds to the Company of approximately $59,000.

STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2024

NOTE 9: STOCKHOLDERS’ EQUITY

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, 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 historical share and per share amounts reflected in this report have been adjusted to reflect the Reverse Stock Split.

Common Stock Transactions

Issuance of Stock Pursuant to ATM Agreement

During the nine months ended September 30, 2024, the Company sold 8,178 shares of its common stock under the ATM Agreement for gross proceeds of $37,000. During the nine months ended September 30, 2023, the Company sold 265,334 shares of its common stock under the ATM Agreement for gross proceeds of $1.0 million. On June 10, 2024, the Company provided notice of its termination of the ATM Agreement with Cantor Fitzgerald & Co. and RBC Capital Markets, LLC. The Company is currently considering more effective ways to improve market access to its equity.

Stock Purchase Agreement

In December 2022, the Company entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park which provides that, upon the terms and subject to the conditions of the agreement, the Company had the right, but not the obligation, to sell to Lincoln Park up to $25,000,000 of shares of its common stock (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 Purchase 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 was indexed to the Company’s own stock under ASC Subtopic 815-40, Contracts in Entity’s Own Equity, and classified as equity. In January 2023, Lincoln Park was issued 180,410 shares of stock as a commitment fee at a value of $0.5 million. During the nine months ended September 30, 2023, the Company sold 12,500 shares of its common stock under the Purchase Agreement for gross proceeds of approximately $33,000. The Company terminated the Purchase Agreement with Lincoln Park on February 29, 2024, effective March 1, 2024.

Exercise of Stock Options

During the nine months ended September 30, 2024, certain outstanding options were exercised for 23,892 shares of common stock, providing aggregate proceeds to the Company of approximately $59,000.

- Definition

The entire disclosure for equity.

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+ Details

NET LOSS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2024

NET LOSS PER SHARE

Schedule of computation of net loss per share


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Numerator:
Loss from continuing operations	$	(2,308,192)	$	(2,981,961)	$	(6,893,691)	$	(11,305,768)
Income from discontinued operations	$	—	$	—	$	—	$	5,872,020
Net loss	$	(2,308,192)	$	(2,981,961)	$	(6,893,691)	$	(5,433,748)

Denominator:
Weighted average common shares outstanding, basic		8,923,170		8,825,881		8,914,487		8,782,340
Weighted average common shares outstanding, diluted		8,923,170		8,825,881		8,914,487		8,834,512

Net earnings (loss) per share:
Loss from continuing operations, basic and diluted	$	(0.26)	$	(0.34)	$	(0.77)	$	(1.29)
Income from discontinued operations, basic	$	—	$	—	$	—	$	0.67
Income from discontinued operations, diluted	$	—	$	—	$		$	0.66
Net loss per share, basic and diluted	$	(0.26)	$	(0.34)	$	(0.77)	$	(0.62)

Schedule of anti-dilutive securities


	For the Three Months Ended		For the Nine Months Ended
	September 30,		September 30,
	2024	2023	2024	2023
Common stock options	596,000	800,000	596,000	748,000
Common stock purchase warrants	—	1,848,000	—	1,848,000
Potentially dilutive securities	596,000	2,648,000	596,000	2,596,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows from Operating Activities:
Net loss	$ (6,893,691)	$ (5,433,748)
Less: gain from discontinued operations, net of tax		5,872,020
Net loss from continuing operations	(6,893,691)	(11,305,768)
Reconciliation of net loss to net cash used in operating activities:
Stock-based compensation	195,320	714,899
Changes in operating assets and liabilities:
Prepaid expenses and deposits	(178,148)	(80,116)
Other receivables	283,405	2,318,691
Related party payable	(426,217)	367,915
Accounts payable and accrued expenses	812,142	(159,567)
Deferred revenue		107,530
Net cash used in operating activities - continuing operations	(6,207,189)	(8,036,416)
Net cash used in operating activities - discontinued operations		(6,035,961)
Net cash used in operating activities	(6,207,189)	(14,072,377)
Cash Flows from Investing Activities:
Net cash provided by investing activities - discontinued operations		18,664,122
Net cash provided by investing activities		18,664,122
Cash Flows from Financing Activities:
Proceeds from issuance of common stock, net	36,902	1,014,640
Proceeds from stock options exercise	58,501	85,342
Net cash provided by financing activities	95,403	1,099,982
Net (decrease) increase in cash and cash equivalents	(6,111,786)	5,691,727
Cash and cash equivalents at beginning of the period	15,111,450	11,782,172
Cash and cash equivalents at end of the period	$ 8,999,664	$ 17,473,899

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (2,308,192)	$ (2,981,961)	$ (6,893,691)	$ (5,433,748)

- Definition

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

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-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

OTHER RECEIVABLE (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
OTHER RECEIVABLE (Details) - USD ($)	Oct. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
OTHER RECEIVABLE
Revenue recognized		$ 1,926,020	$ 257,606	$ 4,339,317	$ 2,254,601
Other receivables		744,410		744,410		$ 1,027,815
FDA grant
OTHER RECEIVABLE
Revenue recognized		20,000.00		500,000
Grant revenue		20,000.00		500,000
Grant income receivable		20,000.00		20,000.00
Funds received from grant				1,000,000.0
FDA grant \| Subsequent event
OTHER RECEIVABLE
Funds received from grant	$ 20,000.00
SBIR grant
OTHER RECEIVABLE
Revenue recognized		300,000		700,000
Grant revenue		1,000,000.0		1,400,000
Grant income receivable		600,000		600,000
Funds received from grant				900,000
SBIR grant \| Subsequent event
OTHER RECEIVABLE
Funds received from grant	300,000
Funds received from grant	$ 600,000
CPRIT
OTHER RECEIVABLE
Revenue recognized		900,000		2,400,000
Other receivables		$ 100,000		$ 100,000

LEGAL PROCEEDINGS

9 Months Ended

Sep. 30, 2024

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS

NOTE 12: LEGAL PROCEEDINGS

From time to time, the Company may be party to ordinary, routine litigation incidental to their business. 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.

STOCK-BASED COMPENSATION - Stock option activity (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares
STOCK-BASED COMPENSATION
Number of Shares, Exercised	(23,892)
Employee Stock Option
STOCK-BASED COMPENSATION
Number of Shares Outstanding, Beginning Balance	737,895
Number of Shares, Exercised	(23,892)
Number of Shares, Cancelled / Expired	(117,670)
Number of Shares Outstanding, Ending Balance	596,333	737,895
Number of Shares, Options vested and exercisable	386,062
Weighted Average Exercise Price per Share, Outstanding, Beginning Balance \| $ / shares	$ 25.42
Weighted Average Exercise Price per Share, Exercised \| $ / shares	2.45
Weighted Average Exercise Price per Share, Cancelled / Expired \| $ / shares	43.37
Weighted Average Exercise Price per Share, Outstanding, Ending Balance \| $ / shares	22.80	$ 25.42
Weighted Average Exercise Price, Options vested and exercisable \| $ / shares	$ 33.76
Total Intrinsic Value Outstanding \| $	$ 291,000	$ 1,317,000
Total Intrinsic Value, Options vested and exercisable \| $	$ 109,000
Weighted Average Remaining Contractual Life, Outstanding (in years)	7 years 1 month 6 days	7 years 7 months 6 days
Weighted Average Remaining Contractual Life, Options vested and exercisable (in years)	6 years 4 months 24 days

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE

9 Months Ended

Sep. 30, 2024

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE

NOTE 8: ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE

Accounts payable, accrued liabilities, and related party payable consist of the following as of September 30, 2024 and December 31, 2023, respectively:


	September 30,		December 31,
	2024		2023
Accounts payable	$	1,904,000	$	961,000
Compensation and benefits		39,000		57,000
Professional fees		359,000		303,000
Related party payable		903,000		1,330,000
Tax fees		52,000		219,000
Other		204,000		205,000
Total accounts payable, accrued liabilities and related party payable	$	3,461,000	$	3,075,000

The $0.9 million and $1.3 million related-party payable as of September 30, 2024 and December 31, 2023, respectively, primarily reflects amounts payable to Cell Ready for outsourced product development and manufacturing services. See Note 13: Related Party Transactions.

LIQUIDITY AND FINANCIAL CONDITION (Details) - USD ($)	1 Months Ended						3 Months Ended		9 Months Ended
LIQUIDITY AND FINANCIAL CONDITION (Details) - USD ($)	Oct. 31, 2024	Aug. 31, 2024	Jun. 30, 2024	May 31, 2023	Sep. 30, 2022	Aug. 31, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jun. 26, 2023
LIQUIDITY AND FINANCIAL CONDITION
Cash and cash equivalents							$ 8,999,664		$ 8,999,664		$ 15,111,450
Proceeds from issuance of common stock, net									36,902	$ 1,014,640
Amount of notice received						$ 13,100,000
Funds received from CPRIT grant									9,700,000
Revenue recognized							1,926,020	$ 257,606	4,339,317	2,254,601
SBIR grant
LIQUIDITY AND FINANCIAL CONDITION
Other receivables							300,000		300,000
Funds received from grant									900,000
Grant income received		$ 2,000,000.0		$ 2,000,000.0
Grant income receivable							600,000		600,000
Revenue recognized							300,000		700,000
National Institutes of Health National -Cancer Institute Grant
LIQUIDITY AND FINANCIAL CONDITION
Grant Assistance Term			2 years
Grant income received			$ 2,000,000.0
SBIR lymphoma grant
LIQUIDITY AND FINANCIAL CONDITION
Funds received from grant									700,000
Revenue recognized							700,000		700,000
Grant income
LIQUIDITY AND FINANCIAL CONDITION
Funds received from grant									100,000
Revenue from CPRIT							900,000		2,400,000
Revenue recognized							1,926,020	$ 257,606	4,339,317	$ 2,254,601
FDA grant
LIQUIDITY AND FINANCIAL CONDITION
Funds received from grant									1,000,000.0
Grant income received					$ 2,000,000.0
Grant income receivable							20,000.00		20,000.00
Revenue recognized							$ 20,000.00		$ 500,000
Subsequent event \| SBIR grant
LIQUIDITY AND FINANCIAL CONDITION
Funds received from grant	$ 300,000
Subsequent event \| SBIR lymphoma grant
LIQUIDITY AND FINANCIAL CONDITION
Funds received from grant	300,000
Subsequent event \| FDA grant
LIQUIDITY AND FINANCIAL CONDITION
Funds received from grant	$ 20,000.00
ATM Agreement
LIQUIDITY AND FINANCIAL CONDITION
Aggregate offering price						$ 75,000,000.0
ATM Agreement \| Sales Agents
LIQUIDITY AND FINANCIAL CONDITION
Commission rate						3.00%
Number of shares issued (in shares)									8,178
Proceeds from issuance of common stock, net									$ 40,000.00
Cell Ready Purchase Agreement
LIQUIDITY AND FINANCIAL CONDITION
Consideration for purchased assets												$ 19,000,000.0

STOCK BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2024

STOCK-BASED COMPENSATION

Schedule 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, 2024	737,895	$	25.42	$	1,317,000	7.6
Exercised	(23,892)		2.45		—	—
Canceled/Expired	(117,670)		43.37		—	—
Outstanding as of September 30, 2024	596,333	$	22.80	$	291,000	7.1
Options vested and exercisable	386,062	$	33.76	$	109,000	6.4

Schedule of stock-based compensation expenses


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Stock Compensation expenses:
Research and development	$	3,000	$	106,000	$	13,000	$	299,000
General and administrative		50,000		69,000		182,000		416,000
Stock compensation in continuing operations		53,000		175,000		195,000		715,000
Stock compensation in discontinued operations		—		—		—		725,000
Total stock compensation expenses	$	53,000	$	175,000	$	195,000	$	1,440,000

LIQUIDITY AND FINANCIAL CONDITION

9 Months Ended

Sep. 30, 2024

LIQUIDITY AND FINANCIAL CONDITION

LIQUIDITY AND FINANCIAL CONDITION

NOTE 3: LIQUIDITY AND FINANCIAL CONDITION

As of September 30, 2024, the Company had cash and cash equivalents of approximately $9.0 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, debt financings and grants. 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 are 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 we have provided each of the Sales Agents with indemnification and contribution rights. During the nine months ended

September 30, 2024, the Company sold 8,178 shares of its common stock under the ATM Agreement for proceeds of $0.04 million. On June 10, 2024, the Company provided notice of its termination of the ATM Agreement with Cantor Fitzgerald & Co. and RBC Capital Markets, LLC. The Company is not subject to any termination penalties related to the termination of the ATM Agreement. The Company is currently considering more effective ways to improve market access to its equity.

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 clinical investigation of MT-401. Through the date of this filing, the Company has received $9.7 million of funds from the CPRIT grant. The Company recorded $0.9 million and $2.4 million of grant income related to the CPRIT grant as revenue for the three and nine months ended September 30, 2024, respectively. As of September 30, 2024, the Company recorded $0.1 million of grant income receivable, which represented grant income earned in advance of funds to be received from CPRIT.

In September 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 clinical investigation of MT-401 for the treatment of post-transplant AML. Through the date of this filing, the Company has received $1.0 million from the FDA grant. The Company recorded $0.02 million and $0.5 million of grant income related to the FDA grant as revenue for the three and nine months ended September 30, 2024, respectively. As of September 30, 2024, the Company recorded $0.02 million of grant income receivable, which represented grant income earned in advance of funds to be received from the FDA. In October 2024, the Company received $0.02 million of funds from the FDA grant.

In May 2023, the Company received notice of a $2.0 million grant from the National Institutes of Health Small Business Innovation Research (“SBIR”) program to support the development and investigation of MT-401 for the treatment of AML patients following standard-of-care therapy with hypomethylating agents. Through the date of this filing, the Company has received $0.9 million from SBIR. The Company recorded $0.3 million and $0.7 million of grant income related to the SBIR grant as revenue for the three and nine months ended September 30, 2024. As of September 30, 2024, the Company recorded $0.3 million as other receivable, which represented grant income earned in advance of funds to be received from the SBIR. In October 2024, the Company received $0.3 million of funds from the SBIR grant.

In June 2024, the Company received notice of a $2.0 million grant over a 2 - year period from the National Institutes of Health - National Cancer Institute to support control over tumor immune escape in pancreatic cancer using a dual T cell product strategy. Through the date of this filing, the Company has not received any funds from this grant.

In August 2024, the Company received notice of a $2.0 million grant from the National Institutes of Health Small Business Innovation Research Program to support the clinical investigation of MT-601 in patients with non-Hodgkin’s lymphoma (NHL) who have relapsed following anti-CD19 chimeric antigen receptor (CAR) T cell therapy. Through the date of this filing, the Company has received $0.7 million of funds from this grant. The Company recorded $0.7 million of grant income related to this grant as revenue for the three and nine months ended September 30, 2024. As of September 30, 2024, the Company recorded $0.3 million as other receivable, which represented grant income earned in advance of funds to be received from the SBIR. In October 2024, the Company received $0.3 million of funds from the SBIR lymphoma grant.

In August 2024, the Company received another $2.0 million grant from the National Institutes of Health SBIR Program to support the advancement of MT-601 in patients with pancreatic cancer. Through the date of this filing, the Company has received an immaterial amount of funds from this grant.

As described in Note 1, on June 26, 2023, the Company completed the transaction with Cell Ready pursuant to the Cell Ready Purchase Agreement for total consideration of $19.0 million. On February 22, 2024, the Company entered into a Master Services Agreement for Product Supply (the “MSA”) with Cell Ready, a contract development and manufacturing organization (CDMO). Under the MSA, it is anticipated Cell Ready will perform a wide variety of services for us, including research and development, and manufacturing in support of our clinical trials. Pursuant to the MSA, the Company may contract with Cell Ready for the provision of various products and services from time to time by entering into work orders with Cell Ready (See Note 13).

The Company expects to continue to incur substantial losses over the next several years during its development phase.

Based on the Company’s clinical and research and development plans and its timing expectations related to the progress of its programs, the Company anticipates that its cash and cash equivalents as of September 30, 2024, including drawdowns of available grant funds, will enable the Company to fund its operating expenses and capital expenditure requirements into October 2025. This estimate is subject to the Company’s ability to effectively manage its costs, raise additional capital, and utilize drawdowns of anticipated grant funds.

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, continues, or accelerates 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;

●

enters into contract manufacturing arrangements with Cell Ready or other contract manufacturing organizations for clinical manufacturing supply;

●

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.

The Company does not have sufficient sources of revenue to provide incoming cash flows to sustain its future operations. As outlined above, the Company’s ability to pursue its long-term planned business activities is dependent upon its successful efforts to raise additional capital and grant income.

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The Company’s condensed 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 Company’s 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, the current macro-economic environment of decades-high inflation and concerns about an economic recession in the United States or other major markets have 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.

GRANT INCOME (Details) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
GRANT INCOME (Details) - USD ($)	Oct. 31, 2024	Aug. 31, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Aug. 31, 2024	Dec. 31, 2023	May 31, 2023	Sep. 30, 2022
GRANT INCOME
Revenue recognized			$ 1,926,020	$ 257,606	$ 4,339,317	$ 2,254,601
Funds received from CPRIT grant					9,700,000
Grant income
GRANT INCOME
Revenue recognized			1,926,020	$ 257,606	4,339,317	$ 2,254,601
Funds received from grant					100,000
CPRIT grant
GRANT INCOME
Receipt of product development research award		$ 13,100,000
Restricted cash recorded			0		0			$ 0
Revenue recognized			900,000		2,400,000
Grant receivable			100,000		100,000
FDA grant
GRANT INCOME
Revenue recognized			20,000.00		500,000
Grant receivable			20,000.00		20,000.00					$ 2,000,000.0
Funds received from grant					1,000,000.0
FDA grant \| Subsequent event
GRANT INCOME
Funds received from grant	$ 20,000.00
SBIR grant
GRANT INCOME
Revenue recognized			300,000		700,000
Grant receivable			300,000		300,000		$ 2,000,000.0		$ 2,000,000.0
Funds received from grant					900,000
SBIR grant \| Subsequent event
GRANT INCOME
Funds received from grant	300,000
SBIR lymphoma grant
GRANT INCOME
Revenue recognized			$ 700,000		700,000
Funds received from grant					$ 700,000
SBIR lymphoma grant \| Subsequent event
GRANT INCOME
Funds received from grant	$ 300,000

DISCONTINUED OPERATIONS - Operations (Details)	9 Months Ended
DISCONTINUED OPERATIONS - Operations (Details)	Sep. 30, 2023 USD ($)
DISCONTINUED OPERATIONS
Total revenues	$ 4,316,641
Total operating expenses	7,239,048
Loss from discontinued operations	(2,922,406)
Research and development
DISCONTINUED OPERATIONS
Total operating expenses	6,561,957
General and administrative
DISCONTINUED OPERATIONS
Total operating expenses	677,090
Service Revenue
DISCONTINUED OPERATIONS
Total revenues	816,641
Related party service revenue
DISCONTINUED OPERATIONS
Total revenues	$ 3,500,000

STOCK-BASED COMPENSATION - Stock-based compensation expenses (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
STOCK-BASED COMPENSATION
Stock compensation in continuing operations	$ 53,000	$ 175,000	$ 195,000	$ 715,000
Stock compensation in discontinued operations				725,000
Total stock compensation expenses	53,000	175,000	195,000	1,440,000
Research and development
STOCK-BASED COMPENSATION
Stock compensation in continuing operations	3,000	106,000	13,000	299,000
General and administrative
STOCK-BASED COMPENSATION
Stock compensation in continuing operations	$ 50,000	$ 69,000	$ 182,000	$ 416,000

RELATED PARTY EXPENSES (Tables)

9 Months Ended

Sep. 30, 2024

RELATED PARTY EXPENSES


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Baylor College of Medicine	$	—	$	—	$	6,000	$	13,000
Cell Ready		1,235,000		368,000		3,071,000		368,000
Wilson Wolf Manufacturing Corporation		—		—		—		277,000
Total Research and development	$	1,235,000	$	368,000	$	3,077,000	$	658,000

OTHER RECEIVABLE

9 Months Ended

Sep. 30, 2024

OTHER RECEIVABLE

OTHER RECEIVABLE

NOTE 6: 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 $0.9 million and $2.4 million of grant income related to the CPRIT grant for the three and nine months ended September 30, 2024, respectively. At September 30, 2024, the Company recorded $0.1 million of grant income receivable related to the CPRIT grant.

Additionally, the Company recorded $0.02 million and $1.0 million of grant income related to the FDA and SBIR grants, respectively, for the three months ended September 30, 2024. The Company recorded $0.5 million and $1.4 million of grant income related to the FDA and SBIR grants, respectively, for the nine months ended September 30, 2024. At September 30, 2024, the Company recorded $0.02 million and $0.6 million of grant income receivable related to the FDA and SBIR grants, respectively.

In October 2024, the Company received payments of $0.02 million and $0.6 million from the FDA grant and all SBIR grants, respectively.

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
SIGNIFICANT ACCOUNTING POLICIES
Cash at financial institutions	$ 4,100,000	$ 1,400,000
Government agency securities	4,900,000	13,700,000
Cash and cash equivalents	$ 8,999,664	$ 15,111,450

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock par value (in $ per share)	$ 0.001	$ 0.001
Preferred stock authorized (in shares)	5,000,000	5,000,000
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Common stock par value (in $ per share)	$ 0.001	$ 0.001
Common stock authorized (in shares)	30,000,000	30,000,000
Common stock issued	8,900,000	8,900,000
Common stock outstanding	8,900,000	8,900,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues:
Total revenues	$ 1,926,020	$ 257,606	$ 4,339,317	$ 2,254,601
Operating expenses:
Research and development	3,471,216	2,044,980	8,381,661	7,799,472
General and administrative	854,677	1,412,672	3,214,611	6,098,716
Total operating expenses	4,325,893	3,457,652	11,596,272	13,898,188
Loss from operations	(2,399,873)	(3,200,046)	(7,256,955)	(11,643,587)
Other income (expenses):
Interest income	91,681	218,085	363,264	337,819
Loss from continuing operations	(2,308,192)	(2,981,961)	(6,893,691)	(11,305,768)
Discontinued operations:
Loss from discontinued operations, net of tax				(2,922,406)
Gain on disposal of discontinued operations before income taxes				8,794,426
Income from discontinued operations				5,872,020
Net loss	$ (2,308,192)	$ (2,981,961)	$ (6,893,691)	$ (5,433,748)
Net (loss) earnings per share:
Loss from continuing operations, basic (in dollars per share)	$ (0.26)	$ (0.34)	$ (0.77)	$ (1.29)
Loss from continuing operations, diluted (in dollars per share)	(0.26)	(0.34)	(0.77)	(1.29)
Income from discontinued operations, basic (in dollars per share)				0.67
Income from discontinued operations, diluted (in dollars per share)				0.66
Net loss per share, basic (in dollars per share)	(0.26)	(0.34)	(0.77)	(0.62)
Net loss per share, diluted (in dollars per share)	$ (0.26)	$ (0.34)	$ (0.77)	$ (0.62)
Weighted average number of common shares outstanding:
Weighted average number of common shares outstanding, basic (in shares)	8,923,170	8,825,881	8,914,487	8,782,340
Weighted average number of common shares outstanding, diluted (in shares)	8,923,170	8,825,881	8,914,487	8,834,512
Grant income
Revenues:
Total revenues	$ 1,926,020	$ 257,606	$ 4,339,317	$ 2,254,601

NET LOSS PER SHARE - Computation of loss per Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Loss from continuing operations	$ (2,308,192)	$ (2,981,961)	$ (6,893,691)	$ (11,305,768)
Income from discontinued operations				5,872,020
Net loss	$ (2,308,192)	$ (2,981,961)	$ (6,893,691)	$ (5,433,748)
Denominator:
Weighted average common shares outstanding, basic	8,923,170	8,825,881	8,914,487	8,782,340
Weighted average common shares outstanding, diluted	8,923,170	8,825,881	8,914,487	8,834,512
Net earnings (loss) per share:
Loss from continuing operations, basic (in dollars per share)	$ (0.26)	$ (0.34)	$ (0.77)	$ (1.29)
Loss from continuing operations, diluted (in dollars per share)	(0.26)	(0.34)	(0.77)	(1.29)
Income from discontinued operations, basic (in dollars per share)				0.67
Income from discontinued operations, diluted (in dollars per share)				0.66
Net loss per share, basic (in dollars per share)	(0.26)	(0.34)	(0.77)	(0.62)
Net loss per share, diluted (in dollars per share)	$ (0.26)	$ (0.34)	$ (0.77)	$ (0.62)

DISCONTINUED OPERATIONS - Additional Information (Details) - USD ($)		1 Months Ended			3 Months Ended		9 Months Ended
	Jun. 26, 2023	May 31, 2023	Mar. 31, 2023	Apr. 30, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
DISCONTINUED OPERATIONS
Revenue recognized					$ 1,926,020	$ 257,606	$ 4,339,317	$ 2,254,601
Cell Ready Purchase Agreement
DISCONTINUED OPERATIONS
Consideration for purchased assets	$ 19,000,000.0
Related party service revenue \| Binding Services Agreement \| Wilson Wolf Manufacturing Corporation
DISCONTINUED OPERATIONS
Cash Payment				$ 8,000,000.0
Agreement amount on cash payment			$ 8,000,000.0
Revenue recognized			2,500,000
Additional revenue recognized			$ 1,000,000.0
Additional cash payment		$ 1,000,000.0
Disposed by sale \| Cell Ready Purchase Agreement
DISCONTINUED OPERATIONS
Consideration for purchased assets	19,000,000.0
Gain on disposal of discontinued operations before income taxes	8,700,000
Tax on gain on disposal of discontinued operations	$ 63,000

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 07, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
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	2450 Holcombe Blvd, Suite BCM-A, MS: BCM251
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77021
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
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		8,923,490
Entity Central Index Key	0001094038
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 14: SUBSEQUENT EVENTS

The Company has evaluated subsequent events and transactions that occurred up to the date unaudited condensed consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the unaudited condensed consolidated financial statements.

STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2024

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 10: STOCK-BASED COMPENSATION

Stock Options

2024 Equity Incentive Awards

There were no equity incentive awards issued during the three and nine months ended September 30, 2024.

A summary of the Company’s stock option activity for the nine months ended September 30, 2024 is as follows:


						Weighted Average
						Remaining
		Weighted Average				Contractual
	Number of Shares	Exercise Price		Total Intrinsic Value		Life (in years)
Outstanding as of January 1, 2024	737,895	$	25.42	$	1,317,000	7.6
Exercised	(23,892)		2.45		—	—
Canceled/Expired	(117,670)		43.37		—	—
Outstanding as of September 30, 2024	596,333	$	22.80	$	291,000	7.1
Options vested and exercisable	386,062	$	33.76	$	109,000	6.4

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


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Stock Compensation expenses:
Research and development	$	3,000	$	106,000	$	13,000	$	299,000
General and administrative		50,000		69,000		182,000		416,000
Stock compensation in continuing operations		53,000		175,000		195,000		715,000
Stock compensation in discontinued operations		—		—		—		725,000
Total stock compensation expenses	$	53,000	$	175,000	$	195,000	$	1,440,000

As of September 30, 2024, the total stock-based compensation cost related to unvested awards not yet recognized was $0.2 million. The expected weighted average period for compensation costs to be recognized was approximately 1.8 years. Future option grants will impact the compensation expense recognized.

SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2024
SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation	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	Use of Estimates Preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results may differ materially from those estimates. Management considers many factors in selecting appropriate financial accounting policies, controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: stock-based compensation expense and income taxes.
Cash, Cash Equivalents and Credit Risk	Cash, Cash Equivalents and Credit Risk The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at September 30, 2024 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 September 30, 2024, the Company had approximately $4.1 million in cash at financial institutions and approximately $4.9 million in U.S. government agency securities, for aggregate cash and cash equivalents of $9.0 million. As of December 31, 2023, the Company had approximately $1.4 million in cash at financial institutions and approximately $13.7 million in U.S. government agency securities, for aggregate cash and cash equivalents of $15.1 million. In the event cash is received from grants in advance of incurring qualifying costs, it is recorded as restricted cash until it is earned and recorded to grant income.
Discontinued Operations	Discontinued Operations The Purchased Assets sold to Cell Ready pursuant to the Cell Ready Purchase Agreement constituted a significant disposition and as such, the Company concluded that the disposition of its Purchased Assets represented a strategic shift that had a major effect on its operations and financial results. Therefore, the Purchased Assets, related party revenue, service revenue and related expenses are classified as discontinued operations for all periods presented herein. See Note 7 for further information.
Recently Issued Accounting Standards Not Yet Adopted	Recently Issued Accounting Standards Not Yet Adopted Improvements to Reportable Segment Disclosures In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker, among other provisions. Public entities with a single reportable segment, such as the Company, are required to provide the new disclosures and all the disclosures required under ASC 280. The ASU is effective for fiscal year periods beginning after December15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and the ASU requires retrospective application to all prior periods presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption to its consolidated financial statements and disclosures. Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption the guidance can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial statements. From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“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 consolidated financial position or results of operations upon adoption. There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023 filed on March 26, 2024.

NATURE OF OPERATIONS

9 Months Ended

Sep. 30, 2024

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 multi tumor associated antigen (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.

Purchase Agreement with Cell Ready

On June 26, 2023, the Company completed the previously announced transaction with Cell Ready, LLC (“Cell Ready”) pursuant to a Purchase Agreement (the “Cell Ready Purchase Agreement), dated May 1, 2023, by and between the Company and Cell Ready. Mr. John Wilson is a member of the Company’s board of directors and is serving as the CEO of Cell Ready, therefore Cell Ready is a related party. Pursuant to the Cell Ready Purchase Agreement, effective as of the Closing Date, the Company (i) assigned to Cell Ready the leases for the Company’s two manufacturing facilities in Houston, Texas (the “Manufacturing Facilities”), (ii) sold to Cell Ready all of the equipment and leasehold improvements at the Manufacturing Facilities and (iii) assigned to Cell Ready its rights, title and interest in the Company’s Master Services Agreement for Product Supply (the “MSA”), dated April 7, 2023, by and between the Company, Cell Ready and Indapta Therapeutics, Inc., as well as its rights, title and interest in any contracts related to the equipment and Manufacturing Facilities (collectively, the “Purchased Assets”). Cell Ready acquired the Purchased Assets for total consideration of $19.0 million. In connection with the purchase of the Manufacturing Facilities, Cell Ready also extended offers of employment to approximately 50 of the Company’s former employees in its manufacturing, development, quality, and regulatory affairs functions.

The Purchased Assets constituted a significant disposition. Based upon the magnitude of the disposition and because the Company is exiting certain manufacturing operations, the disposition represents a significant strategic shift that will have a material effect on the Company’s operations and financial results. Accordingly, the assets sold meet the definition of a discontinued operation, as defined by Accounting Standards Codification (“ASC”) 205-20 – Discontinued Operations, and prior comparative periods have been retroactively adjusted to reflect the current presentation. See additional discussion at Note 7.

On February 22, 2024, we entered into a Master Services Agreement for Product Supply (the “MSA”) with Cell Ready to provide outsourced services previously performed by the Company prior to its asset sale to Cell Ready. Cell Ready, which is owned by one of our directors and shareholders, Mr. John Wilson, is a contract development and manufacturing organization (CDMO). Under the MSA, it is anticipated Cell Ready will perform a wide variety of services for us, including research and development, and manufacturing in support of our clinical trials. Pursuant to the MSA, the Company may contract with Cell Ready for the provision of various products and services from time to time by entering into work orders with Cell Ready. If the services involve the supply of product, Cell Ready is required to supply such product in conformance with the product requirements set forth in the applicable work order(s). Under the MSA, Cell Ready is to use only personnel with sufficient qualifications and experience to supply the services contemplated by the MSA, provide its personnel with adequate training and assume full responsibility for its personnel’s compliance with the MSA. Further, Cell Ready is required to provide the Company with assistance and cooperation in order for the Company to obtain and maintain all necessary regulatory approvals, at the Company’s expense.

Organizational Changes

In 2023, the Company implemented changes to its organizational structure due to the transaction with Cell Ready and to reduce operational costs. In connection with these changes, the Company reduced headcount, including the separation of its former Chief Executive Officer, Peter Hoang, in May 2023, and its former Chief Accounting Officer, Michael Loiacono, in June 2023. During the second quarter of 2023, the Company recorded $0.9 million of severance and termination-related costs. The payments of these costs were completed in July of 2023. Effective May 1, 2023, the Company’s board of directors appointed Dr. Juan Vera as the Company’s President and Chief Executive Officer.

Effective June 30, 2023, the board of directors appointed Eliot M. Lurier as the Company’s Interim Chief Financial Officer, whereby Mr. Lurier provided consulting services to the Company pursuant to a consulting agreement between the Company and Danforth Advisors, LLC (“Danforth”) and received no compensation directly from the Company. On November 17, 2023, the Company terminated the consulting agreement between the Company and Danforth, effective January 16, 2024.

On November 17, 2023, Mr. Lurier ceased serving as the Company’s Interim Chief Financial Officer and Dr. Vera was appointed as the Company’s Principal Financial and Accounting Officer.

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.

RELATED PARTY EXPENSES (Details) - USD ($)	3 Months Ended		9 Months Ended
RELATED PARTY EXPENSES (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
RELATED PARTY EXPENSES
Total Research and development	$ 1,235,000	$ 368,000	$ 3,077,000	$ 658,000
Related party payable	903,438		903,438		$ 1,329,655
Baylor College of Medicine
RELATED PARTY EXPENSES
Total Research and development			6,000	13,000
Cell Ready
RELATED PARTY EXPENSES
Total Research and development	1,235,000	$ 368,000	3,071,000	368,000
Wilson Wolf Manufacturing Corporation
RELATED PARTY EXPENSES
Total Research and development				$ 277,000
Cell Ready \| Related party
RELATED PARTY EXPENSES
Related party payable	900,000		900,000		$ 1,300,000
Cell Ready Purchase Agreement
RELATED PARTY EXPENSES
Service and manufacturing costs	1,200,000		3,100,000
Paid invoices	$ 500,000		$ 3,400,000

DISCONTINUED OPERATIONS - Cash Flows (Details)	9 Months Ended
DISCONTINUED OPERATIONS - Cash Flows (Details)	Sep. 30, 2023 USD ($)
DISCONTINUED OPERATIONS
Net cash used in operating activities	$ (6,035,961)
Net cash provided by investing activities	18,664,122
Disposed by sale
DISCONTINUED OPERATIONS
Net cash used in operating activities	(6,036,000)
Net cash provided by investing activities	18,664,000
Net increase (decrease) in cash and cash equivalents	$ 12,628,000

NET LOSS PER SHARE - Dilutive Securities (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
NET LOSS PER SHARE
Potentially dilutive securities	596,000	2,648,000	596,000	2,596,000
Employee Stock Option
NET LOSS PER SHARE
Potentially dilutive securities	596,000	800,000	596,000	748,000
Common stock purchase warrants
NET LOSS PER SHARE
Potentially dilutive securities		1,848,000		1,848,000

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 8,999,664	$ 15,111,450
Prepaid expenses and deposits	1,166,274	988,126
Other receivables	744,410	1,027,815
Total current assets	10,910,348	17,127,391
Total assets	10,910,348	17,127,391
Current liabilities:
Accounts payable and accrued liabilities	2,557,335	1,745,193
Related party payable	$ 903,438	$ 1,329,655
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Total current liabilities	$ 3,460,773	$ 3,074,848
Total liabilities	3,460,773	3,074,848
Stockholders' equity:
Preferred stock, $0.001 par value, 5 million shares authorized, 0 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively
Common stock, $0.001 par value, 30 million shares authorized, 8.9 million shares issued and outstanding as of September 30, 2024 and December 31, 2023 (see Note 9)	8,923	8,891
Additional paid-in capital	450,620,206	450,329,515
Accumulated deficit	(443,179,554)	(436,285,863)
Total stockholders' equity	7,449,575	14,052,543
Total liabilities and stockholders' equity	$ 10,910,348	$ 17,127,391

STOCK-BASED COMPENSATION - Additional Information (Details) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2024 USD ($) shares	Sep. 30, 2024 USD ($) shares
STOCK-BASED COMPENSATION
Number of equity incentive awards issued (in shares) \| shares	0	0
Total stock-based compensation cost related to unvested awards not yet recognized \| $	$ 0.2	$ 0.2
Expected weighted average period of recognition of unrecognized compensation costs (in years)		1 year 9 months 18 days

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE
Accounts payable	$ 1,904,000	$ 961,000
Compensation and benefits	39,000	57,000
Professional fees	359,000	303,000
Related party payable	903,438	1,329,655
Tax fees	52,000	219,000
Other	204,000	205,000
Total accounts payable, accrued liabilities and related party payable	3,461,000	3,075,000
Related party \| Cell Ready
ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE
Related party payable	$ 900,000	$ 1,300,000

DISCONTINUED OPERATIONS

9 Months Ended

Sep. 30, 2024

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

NOTE 7: DISCONTINUED OPERATIONS

As discussed in Note 1, on June 26, 2023, the Company completed the previously announced transaction with Cell Ready for cash consideration of $19.0 million, resulting in derecognition of the Purchased Assets and a gain on sale of approximately $8.7 million, net of $63,000 in tax. There were no remaining assets and liabilities classified in discontinued operations as of September 30, 2024 or December 31, 2023.

The Company had no activity related to discontinued operations for the three and nine months ended September 30, 2024. Net loss from discontinued operations for the three and nine months ended September 30, 2023, was as follows:


	For the Three Months		For the Nine Months
	Ended September 30,		Ended September 30,
	2023		2023
Revenues:
Service Revenue	$	—	$	816,641
Related party service revenue		—		3,500,000
Total revenues		—		4,316,641
Operating expenses:
Research and development		—		6,561,957
General and administrative		—		677,090
Total operating expenses		—		7,239,048
Loss from discontinued operations	$	—	$	(2,922,406)

The following table summarizes our cash flows related to discontinued operations for the nine months ended September 30, 2023:


	For the Nine Months
	Ended September 30,
	2023
Discontinued operations:
Net cash used in operating activities		(6,036,000)
Net cash provided by investing activities		18,664,000
Net increase (decrease) in cash and cash equivalents	$	12,628,000

Related Party Service Revenue

In April 2022, the Company entered into a binding services agreement (“Wilson Wolf Agreement”) 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. 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 Wilson Wolf 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.

In March 2023, the Company recognized the final $2.5 million of revenue pursuant to this $8.0 million agreement and an additional $1.0 million because certain agreed milestones were met. Payment of the additional $1.0 million was received in May 2023.

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE (Tables)

9 Months Ended

Sep. 30, 2024

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE

Schedule of accounts payable, accrued liabilities and related party payable


	September 30,		December 31,
	2024		2023
Accounts payable	$	1,904,000	$	961,000
Compensation and benefits		39,000		57,000
Professional fees		359,000		303,000
Related party payable		903,000		1,330,000
Tax fees		52,000		219,000
Other		204,000		205,000
Total accounts payable, accrued liabilities and related party payable	$	3,461,000	$	3,075,000

STOCKHOLDERS' EQUITY - Reverse Stock Split And ATM Agreement (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jan. 26, 2023	Jan. 25, 2023
STOCKHOLDERS' EQUITY
Common stock authorized (in shares)	30,000,000		30,000,000	30,000,000	300,000,000
Proceeds from issuance of common stock, net	$ 36,902	$ 1,014,640
ATM Agreement
STOCKHOLDERS' EQUITY
Number of shares issued (in shares)	8,178	265,334
Proceeds from issuance of common stock, net	$ 37,000	$ 1,000,000.0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

STOCKHOLDERS' EQUITY - Stock Purchase Agreement And Exercise of Stock Options (Details) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Jan. 31, 2023	Dec. 31, 2022	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
STOCKHOLDERS' EQUITY
Aggregate proceeds from shares issued under the purchase agreement				$ 394,667	$ 36,902	$ 1,014,640
Proceeds from Issuance of Common Stock					$ 36,902	1,014,640
Issuance of common stock from exercise of stock options (in shares)					23,892
Issuance of common stock from exercise of stock options			$ 1,701	$ 84,604	$ 58,501	$ 85,342
Stock Purchase Agreement \| Lincoln Park
STOCKHOLDERS' EQUITY
Aggregate proceeds from shares issued under the purchase agreement		$ 25,000,000
Time to time term to purchase shares (in months)		24 months
Shares purchased pursuant to ATM agreement (in shares)	180,410					12,500
Commitment fee	$ 500,000
Proceeds from Issuance of Common Stock						$ 33,000

BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2024

BASIS OF PRESENTATION

BASIS OF PRESENTATION

NOTE 2: BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results (see Note 7 for information on discontinued operations).

The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2024, or for any future interim period. The condensed consolidated balance sheet at December 31, 2023 has been derived from audited financial statements, however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2023 and notes thereto included in the Company’s annual report on Form 10-K filed on March 26, 2024.

Certain amounts presented in prior periods have been reclassified to conform to the current period presentation.

DISCONTINUED OPERATIONS (Tables)

9 Months Ended

Sep. 30, 2024

DISCONTINUED OPERATIONS

Schedule of income statement information and summary of cash flows for discontinued operations


	For the Three Months		For the Nine Months
	Ended September 30,		Ended September 30,
	2023		2023
Revenues:
Service Revenue	$	—	$	816,641
Related party service revenue		—		3,500,000
Total revenues		—		4,316,641
Operating expenses:
Research and development		—		6,561,957
General and administrative		—		677,090
Total operating expenses		—		7,239,048
Loss from discontinued operations	$	—	$	(2,922,406)


	For the Nine Months
	Ended September 30,
	2023
Discontinued operations:
Net cash used in operating activities		(6,036,000)
Net cash provided by investing activities		18,664,000
Net increase (decrease) in cash and cash equivalents	$	12,628,000

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

RELATED PARTY EXPENSES

9 Months Ended

Sep. 30, 2024

RELATED PARTY EXPENSES

RELATED PARTY EXPENSES

NOTE 13: RELATED PARTY EXPENSES

The following table sets forth related party transaction expenses recorded for the three and nine months ended September 30, 2024 and 2023, respectively.


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Baylor College of Medicine	$	—	$	—	$	6,000	$	13,000
Cell Ready		1,235,000		368,000		3,071,000		368,000
Wilson Wolf Manufacturing Corporation		—		—		—		277,000
Total Research and development	$	1,235,000	$	368,000	$	3,077,000	$	658,000

$0.9 million of related party transactions are included in accounts payable and accrued liabilities as of September 30, 2024. See Note 8 for additional information.

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 into a Clinical Trial Agreement with BCM, which provided for BCM to provide to the Company investigator-initiated research studies.

The Company has also entered into a Clinical Site Agreement with BCM, which provided for BCM to conduct clinical trials for the Company and is a part of continuing operations.

BCM owns shares of the Company’s common stock.

Purchases from Wilson Wolf

In 2023, the Company utilized 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.

Purchases from Cell Ready, LLC

The Company is currently utilizing Cell Ready, LLC for its clinical manufacturing supply and product development. Mr. John Wilson is a member of the Company’s board of directors and is serving as the CEO of Cell Ready, LLC. On February 22, 2024, we entered into a 3–year Master Services Agreement for Product Supply (the “MSA”) with Cell Ready. Cell Ready, which is owned by one of our directors and shareholders, Mr. John Wilson, is a contract development and manufacturing organization (CDMO). Under the MSA, it is anticipated Cell Ready will perform a wide variety of services for us, including research and development, and manufacturing in support of our clinical trials. Pursuant to the MSA, the Company may contract with Cell Ready for the provision of various products and services from time to time by entering into work orders with Cell Ready. If the services involve the supply of product, Cell Ready is required to supply such product in conformance with the product requirements set forth in the applicable work order(s). Under the MSA, Cell Ready is to use only personnel with sufficient qualifications and experience to supply the services contemplated by the MSA, provide its personnel with adequate training and assume full responsibility for its personnel’s compliance with the MSA. Further, Cell Ready is required to provide the Company with assistance and cooperation in order for the Company to obtain and maintain all necessary regulatory approvals, at the Company’s expense.

During the nine months ended September 30, 2024, the Company entered into Work Order #1 under the MSA, pursuant to which Cell Ready agreed to provide the Company with GMP drug product for Marker MT-401 and/or MT-601. The services include the delivery of final drug product and quality control testing. The Company also requested Cell Ready to provide general support services in connection therewith. During the three and nine months ended September 30, 2024, the Company incurred $1.2 million and $3.1 million, respectively, in expenses related to the services and manufacturing costs and paid $0.5 million and $3.4 million, respectively, for invoices received. Additional Work Orders are expected to be generated for the remainder of 2024.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

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+ Details

NATURE OF OPERATIONS (Details) $ in Millions			3 Months Ended
NATURE OF OPERATIONS (Details) $ in Millions	Jun. 26, 2023 USD ($) employee	Jan. 26, 2023 shares	Jun. 30, 2023 USD ($)	Sep. 30, 2024 shares	Dec. 31, 2023 shares	Jan. 25, 2023 shares
NATURE OF OPERATIONS
Reverse stock split		1-for-10
Common stock authorized (in shares) \| shares		30,000,000		30,000,000	30,000,000	300,000,000
Severance and termination-related costs \| $			$ 0.9
Cell Ready Purchase Agreement
NATURE OF OPERATIONS
Consideration for purchased assets \| $	$ 19.0
Cell Ready Purchase Agreement \| Discontinued Operations, Disposed of by Sale
NATURE OF OPERATIONS
Consideration for purchased assets \| $	$ 19.0
Number of former employees offered employment \| employee	50
Maximum
NATURE OF OPERATIONS
Common stock authorized (in shares) \| shares		300,000,000
Minimum
NATURE OF OPERATIONS
Common stock authorized (in shares) \| shares		30,000,000

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning Balance at Dec. 31, 2022	$ 8,406	$ 447,641,680	$ (428,049,049)	$ 19,601,037
Beginning Balance, Shares at Dec. 31, 2022	8,405,771
Shares purchased pursuant to ATM agreement	$ 277	1,014,363		1,014,640
Shares purchased pursuant to ATM agreement (in shares)	277,834
Issuance of common stock as commitment fee for future financing	$ 180	(180)
Issuance of common stock as commitment fee for future financing (in shares)	180,410
Issuance of common stock from exercise of stock options	$ 25	85,317		85,342
Issuance of common stock from exercise of stock options (in shares)	25,118
Stock-based compensation		1,439,832		1,439,832
Net loss			(5,433,748)	(5,433,748)
Fractional shares adjustment due to reverse split	(113)
Ending Balance at Sep. 30, 2023	$ 8,888	450,181,012	(433,482,797)	16,707,103
Ending Balance, Shares at Sep. 30, 2023	8,889,020
Beginning Balance at Jun. 30, 2023	$ 8,799	449,526,789	(430,500,836)	19,034,752
Beginning Balance, Shares at Jun. 30, 2023	8,799,173
Shares purchased pursuant to ATM agreement	$ 65	394,602		394,667
Shares purchased pursuant to ATM agreement (in shares)	65,073
Issuance of common stock from exercise of stock options	$ 24	84,580		84,604
Issuance of common stock from exercise of stock options (in shares)	24,774
Stock-based compensation		175,041		175,041
Net loss			(2,981,961)	(2,981,961)
Ending Balance at Sep. 30, 2023	$ 8,888	450,181,012	(433,482,797)	16,707,103
Ending Balance, Shares at Sep. 30, 2023	8,889,020
Beginning Balance at Dec. 31, 2023	$ 8,891	450,329,515	(436,285,863)	14,052,543
Beginning Balance, Shares at Dec. 31, 2023	8,891,420
Shares purchased pursuant to ATM agreement	$ 8	36,894		36,902
Shares purchased pursuant to ATM agreement (in shares)	8,178
Issuance of common stock from exercise of stock options	$ 24	58,477		$ 58,501
Issuance of common stock from exercise of stock options (in shares)	23,892			23,892
Stock-based compensation		195,320		$ 195,320
Net loss			(6,893,691)	(6,893,691)
Ending Balance at Sep. 30, 2024	$ 8,923	450,620,206	(443,179,554)	7,449,575
Ending Balance, Shares at Sep. 30, 2024	8,923,490
Beginning Balance at Jun. 30, 2024	$ 8,922	450,565,204	(440,871,362)	9,702,764
Beginning Balance, Shares at Jun. 30, 2024	8,922,695
Issuance of common stock from exercise of stock options	$ 1	1,700		1,701
Issuance of common stock from exercise of stock options (in shares)	795
Stock-based compensation		53,302		53,302
Net loss			(2,308,192)	(2,308,192)
Ending Balance at Sep. 30, 2024	$ 8,923	$ 450,620,206	$ (443,179,554)	$ 7,449,575
Ending Balance, Shares at Sep. 30, 2024	8,923,490

SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2024

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

NOTE 4: SIGNIFICANT ACCOUNTING POLICIES

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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results may differ materially from those estimates. Management considers many factors in selecting appropriate financial accounting policies, controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: stock-based compensation expense and income taxes.

Cash, Cash Equivalents and Credit Risk

The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at September 30, 2024 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 September 30, 2024, the Company had approximately $4.1 million in cash at financial institutions and approximately $4.9 million in U.S. government agency securities, for aggregate cash and cash equivalents of $9.0 million. As of December 31, 2023, the Company had approximately $1.4 million in cash at financial institutions and approximately $13.7 million in U.S. government agency securities, for aggregate cash and cash equivalents of $15.1 million.

In the event cash is received from grants in advance of incurring qualifying costs, it is recorded as restricted cash until it is earned and recorded to grant income.

Discontinued Operations

The Purchased Assets sold to Cell Ready pursuant to the Cell Ready Purchase Agreement constituted a significant disposition and as such, the Company concluded that the disposition of its Purchased Assets represented a strategic shift that had a major effect on its operations and financial results. Therefore, the Purchased Assets, related party revenue, service revenue and related expenses are classified as discontinued operations for all periods presented herein. See Note 7 for further information.

Recently Issued Accounting Standards Not Yet Adopted

Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker, among other provisions. Public entities with a single reportable segment, such as the Company, are required to provide the new disclosures and all the disclosures required under ASC 280. The ASU is effective for fiscal year periods beginning after December15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and the ASU requires retrospective application to all prior periods

presented in the financial statements. The Company is currently evaluating the standard to determine the impact of adoption to its consolidated financial statements and disclosures.

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption the guidance can be applied prospectively or retrospectively. We do not expect the adoption of this guidance to have a material impact on the Company’s consolidated financial statements.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“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 consolidated financial position or results of operations upon adoption.

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2023 filed on March 26, 2024.

GRANT INCOME

9 Months Ended

Sep. 30, 2024

GRANT INCOME

GRANT INCOME

NOTE 11: GRANT INCOME

CPRIT

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 clinical investigation of MT-401.

If restricted cash is received from grants in advance of incurring qualifying costs, it is recorded as deferred revenue and recognized as revenue when qualifying costs are incurred. There was no restricted cash recorded as of September 30, 2024, and December 31, 2023. If qualifying grant income is earned in advance of cash received from grants, it is recognized as revenue and recorded as other receivable.

The Company recorded $0.9 million and $2.4 million of grant income related to the CPRIT grant as revenue for the three and nine months ended September 30, 2024, respectively. As of September 30, 2024, the Company recorded $0.1 million as other receivable, which represented grant income earned in advance of funds to be received from CPRIT.

FDA

In September 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 clinical investigation of MT-401 for the treatment of post-transplant AML. The Company recorded $0.02 million and $0.5 million of grant income related to the FDA grant as revenue for the three and nine months ended September 30, 2024, respectively. As of September 30, 2024, the Company recorded $0.02 million as other receivable, which represented grant income earned in advance of funds to be received from the FDA. In October 2024, the Company received $0.02 million of funds from the FDA grant.

SBIR

In May 2023, the Company announced it had received a $2.0 million grant from the National Institutes of Health Small Business Innovation Research program to support the development and investigation of MT-401 for the treatment of AML patients following standard-of-care therapy with hypomethylating agents. The Company recorded $0.3 million and $0.7 million of grant income related to this grant as revenue for the three and nine months ended September 30, 2024, respectively. As of September 30, 2024, the Company recorded $0.3 million as other receivable, which represented grant income earned in advance of funds to be received from the SBIR. In October 2024, the Company received $0.3 million of funds from the SBIR grant.

In August 2024, the Company received notice of a $2.0 million grant from the National Institutes of Health Small Business Innovation Research Program to support the clinical investigation of MT-601 in patients with non-Hodgkin’s lymphoma (NHL) who have relapsed following anti-CD19 chimeric antigen receptor (CAR) T cell therapy. The Company recorded $0.7 million of grant income related to this grant as revenue for the three and nine months ended September 30, 2024. As of September 30, 2024, the Company recorded $0.3 million as other receivable, which represented grant income earned in advance of funds to be received from the SBIR. In October 2024, the Company received $0.3 million of funds from the SBIR lymphoma grant.

- 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.

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+ Details

NET LOSS PER SHARE

9 Months Ended

Sep. 30, 2024

NET LOSS PER SHARE

NET LOSS PER SHARE

NOTE 5: NET LOSS PER SHARE

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 three and nine months ended September 30, 2024 and 2023, respectively:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Numerator:
Loss from continuing operations	$	(2,308,192)	$	(2,981,961)	$	(6,893,691)	$	(11,305,768)
Income from discontinued operations	$	—	$	—	$	—	$	5,872,020
Net loss	$	(2,308,192)	$	(2,981,961)	$	(6,893,691)	$	(5,433,748)

Denominator:
Weighted average common shares outstanding, basic		8,923,170		8,825,881		8,914,487		8,782,340
Weighted average common shares outstanding, diluted		8,923,170		8,825,881		8,914,487		8,834,512

Net earnings (loss) per share:
Loss from continuing operations, basic and diluted	$	(0.26)	$	(0.34)	$	(0.77)	$	(1.29)
Income from discontinued operations, basic	$	—	$	—	$	—	$	0.67
Income from discontinued operations, diluted	$	—	$	—	$		$	0.66
Net loss per share, basic and diluted	$	(0.26)	$	(0.34)	$	(0.77)	$	(0.62)

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


	For the Three Months Ended		For the Nine Months Ended
	September 30,		September 30,
	2024	2023	2024	2023
Common stock options	596,000	800,000	596,000	748,000
Common stock purchase warrants	—	1,848,000	—	1,848,000
Potentially dilutive securities	596,000	2,648,000	596,000	2,596,000