0001410578-25-000549 | 10-K | XBRL Viewer

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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2024	Mar. 18, 2025	Jun. 30, 2024
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 48,450,000
Entity Common Stock, Shares Outstanding		10,709,005
Documents Incorporated by Reference [Text Block]	Portions of the registrant’s proxy statement relating to registrant’s 2024 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120 days after the close of the registrant’s fiscal year, are incorporated by reference in Part III of this Annual Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K
Entity Central Index Key	0001094038
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	Marcum LLP
Auditor Firm ID	688
Auditor Location	Houston, TX

SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2024

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 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 December 31, 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 December 31, 2024 and December 31, 2023, the Company had approximately $1.1 million and $1.4 million, respectively in cash at financial institutions. As of December 31, 2024, the Company had approximately $18.1 million in U.S. government agency securities.

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 6 for further information.

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 costs associated with clinical trial programs. 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, 2024 and 2023, 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, 2024 and 2023.

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”). For grant and awards outside the scope of ASC 808, the Company applies either ASC 606 or IAS 20 by analogy depending on if the arrangement is considered an exchange or non-exchange transaction, respectively. Under both accounting frameworks, 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. During the two years ended December 31, 2024, the Company did not participate in any collaboration agreements.

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.

Segment Reporting

The Company adopted Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, as of January 1, 2024. See the section Recently Adopted Accounting Standards below for more information.

Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company 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 operations are organized and reported as a single reportable segment, which includes all activities related to the discovery, development, and commercialization of its products. The Company’s CODM, its chief executive officer, reviews operating results on an aggregate basis and manages the operations as a single operating segment.

The accounting policies of the Company’s single operating and reportable segment are the same as those described in the summary of significant accounting policies. The measure of segment assets is reported on the consolidated balance sheets as total assets. The CODM evaluates performance and allocates resources based on consolidated net income (loss) that also is reported on the consolidated statements of operations as net loss, and consolidated cash used in operations. The Company’s significant expenses are consistent with the expenses presented on the consolidated statement of operations. The CODM makes operating decisions based on the availability of cash and the allocation of cash to the required expenditures. Expenses are not regularly provided to the CODM on a more disaggregated basis for purposes of assessing segment performance and deciding how to allocate resources.

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.

Recently Adopted Accounting Standards

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. Effective January 1, 2024, the Company adopted the new standard on a retrospective basis for annual periods, and interim periods beginning the first quarter of 2025. The Company does not believe the impact of the new guidance and related codification improvements had a material impact to its financial position, results of operations and cash flows.

Recently Issued Accounting Standards Not Yet Adopted

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 its consolidated financial statements.

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, to improve transparency in financial reporting by requiring entities to present more detailed information about the nature of expenses included within the Income Statement. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is in the process of assessing the impact of ASU 2024-03 on its disclosures.

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 12: RELATED PARTY TRANSACTIONS

The following table sets forth related party transaction expenses recorded for the years ended December 31, 2024 and 2023, respectively.


	For the Years Ended
	December 31,
	2024		2023
Baylor College of Medicine	$	7,000	$	13,000
Cell Ready		5,846,000		1,330,000
Wilson Wolf Manufacturing Corporation		—		277,000
Total Research and development	$	5,853,000	$	1,620,000

As of December 31, 2024 and 2023, $1.7 million and $1.3 million, respectively, of related party transactions are included in accounts payable and accrued liabilities. See Note 7 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 in 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 is also a shareholder of the Company’s common stock.

Purchases from Wilson Wolf.

In 2023, the Company utilized Wilson Wolf for the purchases of cell culture devices. Mr. John Wilson was 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 has utilized Cell Ready, LLC for clinical manufacturing supply and product development. 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 a former director and current shareholder, Mr. John Wilson, is a contract development and manufacturing organization (CDMO).

During the year ended December 31, 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 year ended December 31, 2024, the Company incurred $5.8 million in expenses related to the services and manufacturing costs and paid $5.5 million for invoices received.

- 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

DISCONTINUED OPERATIONS - Operations (Details)	12 Months Ended
DISCONTINUED OPERATIONS - Operations (Details)	Dec. 31, 2023 USD ($)
DISCONTINUED OPERATIONS
Total revenues	$ 4,316,641
Total operating expenses	7,239,047
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

GRANT INCOME

12 Months Ended

Dec. 31, 2024

GRANT INCOME

GRANT INCOME

NOTE 10: 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 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.

If restricted cash 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 December 31, 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 $4.4 million and $2.7 million of grant income related to the CPRIT grant as revenue for the years ended December 31, 2024 and 2023, respectively. At December 31, 2024, the Company had recorded $2.1 million as other receivable, which represented grant income earned in advance of the next tranche of funds to be received from CPRIT.

In December 2024, the Company received notice an additional $9.5 million grant from CPRIT to support the clinical investigation of MT-601 in patients with metastatic pancreatic cancer. The Company did not record any grant income related to this grant for the year ended December 31, 2024.

Both CPRIT grants are subject to certain revenue-sharing arrangements, as per the grant agreements (see Note 11).

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 Phase 2 clinical trial of MT-401 for the treatment of post-transplant AML. The Company recorded $0.5 million and $0.4 million of grant income related to the FDA grant as revenue for the years ended December 31, 2024 and December 31, 2023, respectively. As of December 31, 2024, the Company had no other receivable recorded with respect to 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 $1.0 million and $0.2 million of grant income related to the SBIR grant as revenue for the years ended December 31, 2024 and December 31, 2023, respectively. As of December 31, 2024, the Company recorded $0.2 million as other receivable, which represented grant income earned in advance of funds to be received from the SBIR. In February 2025, the Company received $0.2 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 year ended December 31, 2024. As of December 31, 2024, the Company had no other receivable recorded related to this grant.

In August 2024, received notice of another $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 pancreatic cancer. The Company recorded approximately $7,000 of grant income for the year ended December 31, 2024 and recorded the same amount in other receivables as of December 31, 2024.

NIH – National Cancer Institute

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. The Company recorded approximately $6,000 of grant income for the year ended December 31, 2024 and recorded the same amount in other receivables as of December 31, 2024.

- 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 APPLICABLE TO COMMON SHAREHOLDERS - Dilutive Securities (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS
Potentially dilutive securities	8,867,000	738,000
Employee Stock Option
NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS
Potentially dilutive securities	588,000	738,000
Common stock purchase warrants
NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS
Potentially dilutive securities	8,279,000

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2024

RELATED PARTY TRANSACTIONS


	For the Years Ended
	December 31,
	2024		2023
Baylor College of Medicine	$	7,000	$	13,000
Cell Ready		5,846,000		1,330,000
Wilson Wolf Manufacturing Corporation		—		277,000
Total Research and development	$	5,853,000	$	1,620,000

FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS (Details) - USD ($)		1 Months Ended									12 Months Ended
	Dec. 19, 2024	Feb. 28, 2025	Nov. 30, 2024	Aug. 31, 2024	Jun. 30, 2024	May 31, 2023	Jan. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Aug. 31, 2021	Dec. 31, 2024	Dec. 31, 2023	Sep. 13, 2022
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Cash and cash equivalents											$ 19,192,440	$ 15,111,450
Amount of notice received										$ 13,100,000
Funds received from CPRIT grant											9,700,000
Revenue from CPRIT											4,400,000
Revenue recognized											$ 6,591,080	$ 3,311,133
Private Placement
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Net proceeds from the sale of securities	$ 14,900,000
Private Placement \| Pre Funded Warrant
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Issuance of shares of common stock	3,247,445
Purchase price	$ 3.199
Private Placement \| Private Placement Warrant
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Issuance of shares of common stock	5,031,250
Market Offering
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Aggregate offering price			$ 11,431,713
Commission rate			3.00%
Common Stock
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Number of shares issued (in shares)											8,178	277,834
Common Stock \| Private Placement
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Number of shares issued (in shares)	1,783,805
Purchase price	$ 3.2
SBIR grant
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Funds received from grant						$ 1,200,000
Grant income received						2,000,000
Revenue recognized											$ 1,000,000	$ 200,000
Grant income receivable											200,000
Grant receivable						$ 2,000,000					200,000
National Institutes of Health National - Cancer Institute Grant
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Funds received from grant											6,000
Grant income received					$ 2,000,000
Revenue recognized					$ 2,000,000						6,000
Grant receivable											6,000
Grant Assistance Term					2 years
SBIR lymphoma grant
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Funds received from grant											700,000
Grant income received				$ 2,000,000
Revenue recognized											700,000
Grant income receivable											0
Grant receivable				2,000,000							0
SBIR pancreatic cancer grant
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Funds received from grant				2,000,000							7,000
Revenue recognized				$ 2,000,000							7,000
Grant receivable											7,000
Grant income
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Funds received from grant											2,100,000
Revenue recognized											6,591,080	3,311,133
FDA grant
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Funds received from grant											1,000,000
Grant income received									$ 2,000,000
Revenue recognized											500,000	$ 400,000
Grant income receivable											0
Grant receivable											0		$ 2,000,000
Additional CPRIT grant
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Revenue recognized											0
Grant receivable											9,500,000
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 \| SBIR grant
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Funds received from grant		$ 200,000
Subsequent event \| National Institutes of Health National - Cancer Institute Grant
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Funds received from grant		6,000
Subsequent event \| SBIR pancreatic cancer grant
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Funds received from grant		$ 7,000
ATM Agreement
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Aggregate offering price										$ 75,000,000
ATM Agreement \| Sales Agents
FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS
Commission rate										3.00%
Proceeds from issuance of common stock, net											$ 40,000.00
Number of shares issued (in shares)											8,178

SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Policies)	Dec. 31, 2024
SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation	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	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 December 31, 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 December 31, 2024 and December 31, 2023, the Company had approximately $1.1 million and $1.4 million, respectively in cash at financial institutions. As of December 31, 2024, the Company had approximately $18.1 million in U.S. government agency securities. 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 6 for further information.
Patents and Patent Application Costs	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	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 Costs Research and development expenses consist of costs associated with clinical trial programs. 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	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, 2024 and 2023, 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, 2024 and 2023.
Grant Income	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”). For grant and awards outside the scope of ASC 808, the Company applies either ASC 606 or IAS 20 by analogy depending on if the arrangement is considered an exchange or non-exchange transaction, respectively. Under both accounting frameworks, 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. During the two years ended December 31, 2024, the Company did not participate in any collaboration agreements.
Loss per Common Share	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.
Segment Reporting	Segment Reporting The Company adopted Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, as of January 1, 2024. See the section Recently Adopted Accounting Standards below for more information. Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company 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 operations are organized and reported as a single reportable segment, which includes all activities related to the discovery, development, and commercialization of its products. The Company’s CODM, its chief executive officer, reviews operating results on an aggregate basis and manages the operations as a single operating segment. The accounting policies of the Company’s single operating and reportable segment are the same as those described in the summary of significant accounting policies. The measure of segment assets is reported on the consolidated balance sheets as total assets. The CODM evaluates performance and allocates resources based on consolidated net income (loss) that also is reported on the consolidated statements of operations as net loss, and consolidated cash used in operations. The Company’s significant expenses are consistent with the expenses presented on the consolidated statement of operations. The CODM makes operating decisions based on the availability of cash and the allocation of cash to the required expenditures. Expenses are not regularly provided to the CODM on a more disaggregated basis for purposes of assessing segment performance and deciding how to allocate resources.
New Accounting Standards	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.
Recently Adopted Accounting Standards	Recently Adopted Accounting Standards 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. Effective January 1, 2024, the Company adopted the new standard on a retrospective basis for annual periods, and interim periods beginning the first quarter of 2025. The Company does not believe the impact of the new guidance and related codification improvements had a material impact to its financial position, results of operations and cash flows.
Recently Issued Accounting Standards Not Yet Adopted	Recently Issued Accounting Standards Not Yet Adopted 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 its consolidated financial statements. Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, to improve transparency in financial reporting by requiring entities to present more detailed information about the nature of expenses included within the Income Statement. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company is in the process of assessing the impact of ASU 2024-03 on its disclosures.

NATURE OF OPERATIONS (Details) $ in Millions		3 Months Ended
NATURE OF OPERATIONS (Details) $ in Millions	Jun. 26, 2023 USD ($) employee	Jun. 30, 2023 USD ($)
NATURE OF OPERATIONS
Severance and termination-related costs		$ 0.9
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

STOCK BASED COMPENSATION - Weighted average assumptions (Details)	12 Months Ended
	Dec. 31, 2023 $ / shares
STOCK BASED COMPENSATION
Exercise price	$ 1.99
Expected term (years)	6 years
Expected stock price volatility	91.00%
Risk-free rate of interest	4.00%

RELATED PARTY TRANSACTIONS (Details) - USD ($)		12 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Feb. 22, 2024	Dec. 31, 2024	Dec. 31, 2023
RELATED PARTY TRANSACTIONS
Total Research and development		$ 5,853,000	$ 1,620,000
Related party payable		1,710,500	1,329,655
Baylor College of Medicine
RELATED PARTY TRANSACTIONS
Total Research and development		7,000	13,000
Cell Ready
RELATED PARTY TRANSACTIONS
Total Research and development		5,846,000	1,330,000
Wilson Wolf Manufacturing Corporation
RELATED PARTY TRANSACTIONS
Total Research and development			277,000
Cell Ready \| Related party
RELATED PARTY TRANSACTIONS
Related party payable		1,700,000	$ 1,300,000
Cell Ready Purchase Agreement
RELATED PARTY TRANSACTIONS
Master Services Agreement	3 years
Service and manufacturing costs		5,800,000
Paid invoices		$ 5,500,000

DISCONTINUED OPERATIONS (Tables)

12 Months Ended

Dec. 31, 2024

DISCONTINUED OPERATIONS

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


	For the Year Ended
	December 31,
	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		7,239,047
Loss from discontinued operations	$	(2,922,406)


	For the Year Ended
	December 31,
	2023
Discontinued operations:
Net cash used in operating activities	$	(6,099,000)
Net cash provided by investing activities		18,664,000
Net increase in cash and cash equivalents from discontinued operations	$	12,565,000

- 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

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (10,731,315)	$ (8,236,814)

- Definition

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

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+ Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
CONSOLIDATED BALANCE SHEETS
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	10,700,000	8,900,000
Common stock outstanding	10,700,000	8,900,000

OTHER RECEIVABLE

12 Months Ended

Dec. 31, 2024

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 $4.4 million of grant income related to the CPRIT grant for the year ended December 31, 2024. At December 31, 2024, the Company recorded $2.1 million of grant income receivable related to the CPRIT grant.

Additionally, the Company recorded $0.5 million and $1.0 million of grant income related to the FDA and SBIR grants related to MT - 401, respectively, for the year ended December 31, 2024. At December 31, 2024, the Company recorded nil and $0.2 million of grant income receivable related to the FDA and SBIR grants, respectively.

The Company received $0.2 million of funds from SBIR in February 2025.

The Company also recorded approximately $6,000 and $7,000 of grant income related to the National Institutes of Health grants related to the advancement of MT-601 in patients with pancreatic cancer.

The Company received $6,000 and $7,000, respectively, from the National Institutes of Health grants related to the advancement of MT-601 in patients with pancreatic cancer.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 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

STOCKHOLDERS' EQUITY - 2024 and 2023 Common Stock Transactions (Details) - USD ($)		1 Months Ended		12 Months Ended
	Dec. 19, 2024	Jan. 31, 2023	Dec. 31, 2022	Dec. 31, 2024	Dec. 31, 2023
STOCKHOLDERS' EQUITY
Aggregate proceeds from shares issued under the purchase agreement				$ 36,902	$ 1,014,640
Issuance of common stock from exercise of stock options (in shares)				25,602	27,518
Issuance of common stock from exercise of stock options				$ 62,159	$ 90,478
Common Stock
STOCKHOLDERS' EQUITY
Aggregate proceeds from shares issued under the purchase agreement				$ 8	$ 277
Shares purchased pursuant to ATM agreement (in shares)				8,178	277,834
Issuance of common stock from exercise of stock options (in shares)				25,602	27,518
Issuance of common stock from exercise of stock options				$ 25	$ 28
Lincoln Park
STOCKHOLDERS' EQUITY
Commitment fee		$ 500,000
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
ATM Agreement
STOCKHOLDERS' EQUITY
Shares purchased pursuant to ATM agreement (in shares)				8,178	265,334
Proceeds from Issuance of Common Stock				$ 37,000	$ 1,000,000
Private Placement
STOCKHOLDERS' EQUITY
Net proceeds from the sale of securities	$ 14,900,000
Private Placement \| Pre Funded Warrant
STOCKHOLDERS' EQUITY
Issuance of shares of common stock	3,247,445
Purchase price	$ 3.199
Private Placement \| Private Placement Warrant
STOCKHOLDERS' EQUITY
Issuance of shares of common stock	5,031,250
Private Placement \| Common Stock
STOCKHOLDERS' EQUITY
Shares purchased pursuant to ATM agreement (in shares)	1,783,805
Purchase price	$ 3.2

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	$ 180	(180)
Issuance of common stock as commitment fee (in shares)	180,410
Issuance of common stock from exercise of stock options	$ 28	90,450		$ 90,478
Issuance of common stock from exercise of stock options (in shares)	27,518			27,518
Stock-based compensation		1,583,202		$ 1,583,202
Net loss			(8,236,814)	(8,236,814)
Fractional shares adjustment due to reverse split	(113)
Ending Balance at Dec. 31, 2023	$ 8,891	450,329,515	(436,285,863)	14,052,543
Ending 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	$ 25	62,134		$ 62,159
Issuance of common stock from exercise of stock options (in shares)	25,602			25,602
Issuance of common stock, prefunded warrants and warrants for cash, net of offering costs of $1.2 million	$ 1,784	14,890,469		$ 14,892,253
Issuance of common stock, prefunded warrants and warrants for cash, net of offering costs of $1.2 million (in shares)	1,783,805
Stock-based compensation		245,864		245,864
Net loss			(10,731,315)	(10,731,315)
Ending Balance at Dec. 31, 2024	$ 10,708	$ 465,564,876	$ (447,017,178)	$ 18,558,406
Ending Balance, Shares at Dec. 31, 2024	10,709,005

DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2024

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

NOTE 6: 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 assets and liabilities classified in discontinued operations as of December 31, 2024 and 2023, respectively.

The Company had no activity related to discontinued operations for the year ended December 31, 2024. Net loss from discontinued operations consists of the following for the year ended December 31, 2023, excluding the gain on disposal:


	For the Year Ended
	December 31,
	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		7,239,047
Loss from discontinued operations	$	(2,922,406)

The following table summarizes our cash flows related to discontinued operations for the year ended December 31, 2023:


	For the Year Ended
	December 31,
	2023
Discontinued operations:
Net cash used in operating activities	$	(6,099,000)
Net cash provided by investing activities		18,664,000
Net increase in cash and cash equivalents from discontinued operations	$	12,565,000

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 was a member of the Company’s board of directors at the time of the agreement 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 the work was completed within one year from the onset of the Wilson Wolf Agreement, achieving the agreed milestone. The Wilson Wolf Agreement and related service obligations were completed upon achievement of this final milestone, and no obligations remain.

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
SIGNIFICANT ACCOUNTING POLICIES
Cash, FDIC insured amount	$ 250,000
Cash at financial institutions	1,100,000	$ 1,400,000
Government agency securities	18,100,000
Unrecognized tax benefits	0	0
Interest or penalties	$ 0	$ 0

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS (Tables)

12 Months Ended

Dec. 31, 2024

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

Schedule of computation of net loss per share


	For the Years Ended
	December 31,
	2024		2023
Numerator:
Loss from continuing operations	$	(10,731,315)	$	(14,045,895)
Income (loss) from discontinued operations		—		5,809,081
Net loss	$	(10,731,315)	$	(8,236,814)

Denominator:
Weighted average common shares outstanding, basic		8,980,207		8,809,382
Weighted average common shares outstanding, diluted		8,980,207		8,809,382

Net earnings (loss) per share:
Loss from continuing operations, basic and diluted	$	(1.19)	$	(1.59)
Income (loss) from discontinued operations, basic and diluted	$	—	$	0.66
Net loss per share, basic and diluted	$	(1.19)	$	(0.94)

Schedule of anti-dilutive securities


	For the Years Ended
	December 31,
	2024	2023
Common stock options	588,000	738,000
Common stock purchase warrants	8,279,000	—
Potentially dilutive securities	8,867,000	738,000

INCOME TAXES - Schedule of expected tax expense (benefit) from continuing operations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
INCOME TAXES
U.S. federal statutory rate	$ (2,243,000)	$ (2,948,000)
State taxes, net of federal benefit	15,000	(20,000)
Tax rate change	$ (1,000)	$ (9,000)
U.S. federal statutory rate, Percent	21.00%	21.00%
State taxes, net of federal benefit, Percent	(0.14%)	0.14%
Tax rate change, Percent	0.01%	0.06%
Permanent Differences
Permanent differences- Other permanent differences	$ 27,000	$ 25,000
Change in valuation allowance	1,288,000	(1,556,000)
Deferred true-up	953,000	4,512,000
Other	11,000
Income tax provision/(benefit)	$ 49,953	$ 3,675
Permanent differences- Other permanent differences, Percent	(0.25%)	(0.18%)
Change in valuation allowance, Percent	(12.06%)	11.08%
Deferred true-up, Percent	(8.92%)	(32.14%)
Other, Percent	(0.11%)
Income tax provision (benefit), Percent	(0.47%)	(0.04%)
Unrecognized tax benefits	$ 0	$ 0
Unrecognized tax benefits income tax penalties and interest accrued	$ 0

STOCK BASED COMPENSATION - Stock option activity (Details) - USD ($)				12 Months Ended
	May 10, 2023	Feb. 27, 2023	Jan. 03, 2023	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
STOCK-BASED COMPENSATION
Number of Shares, Exercised				(25,602)	(27,518)
2023 Equity Incentive Awards \| Employees
STOCK-BASED COMPENSATION
Weighted Average Exercise Price per Share, Exercised			$ 2.769
Executive officer \| 2023 Equity Incentive Awards \| 2020 Equity Incentive Plan
STOCK-BASED COMPENSATION
Number of Shares, Granted		316,855
Weighted Average Exercise Price per Share, Exercised		$ 2.14
Non-executive employees \| 2023 Equity Incentive Awards \| 2020 Equity Incentive Plan
STOCK-BASED COMPENSATION
Number of Shares, Granted		87,677
Weighted Average Exercise Price per Share, Exercised		$ 2.14
Chief Executive Officer, President and Chairman \| 2023 Equity Incentive Awards \| Employees
STOCK-BASED COMPENSATION
Number of Shares, Granted	100,000
Weighted Average Exercise Price per Share, Exercised	$ 1.42
Employee Stock Option
STOCK-BASED COMPENSATION
Number of Shares Outstanding, Beginning Balance				737,895	886,173
Number of Shares, Granted					544,532
Number of Shares, Exercised				(25,602)	(27,518)
Number of Shares, Cancelled / Expired				(124,589)	(665,292)
Number of Shares Outstanding, Ending Balance				587,704	737,895	886,173
Number of Shares, Options vested and exercisable				395,492
Weighted Average Exercise Price per Share, Outstanding, Beginning Balance				$ 25.42	$ 42.9
Weighted Average Exercise Price per Share, Granted					1.99
Weighted Average Exercise Price per Share, Exercised				2.43	3.29
Weighted Average Exercise Price per Share, Cancelled / Expired				42.24	30.41
Weighted Average Exercise Price per Share, Outstanding, Ending Balance				22.85	$ 25.42	$ 42.9
Weighted Average Exercise Price, Options vested and exercisable				$ 32.86
Total Intrinsic Value Outstanding				$ 378,000	$ 1,317,000
Total Intrinsic Value, Options vested and exercisable				$ 152,000
Weighted Average Remaining Contractual Life, Outstanding (in years)				6 years 9 months 18 days	7 years 7 months 6 days	7 years 3 months 18 days
Weighted Average Remaining Contractual Life, Options granted					5 years 7 months 6 days
Weighted Average Remaining Contractual Life, Options vested and exercisable (in years)				6 years 2 months 12 days

DISCONTINUED OPERATIONS - Additional Information (Details) - USD ($)		1 Months Ended		12 Months Ended
	Jun. 26, 2023	Mar. 31, 2023	Apr. 30, 2022	Dec. 31, 2024	Dec. 31, 2023
DISCONTINUED OPERATIONS
Liabilities classified in discontinued operations				$ 0	$ 0
Assets classified in discontinued operations				0	0
Tax on gain on disposal of discontinued operations					63,000
Revenue recognized				$ 6,591,080	$ 3,311,133
Related party service revenue \| Binding Services Agreement \| Wilson Wolf Manufacturing Corporation
DISCONTINUED OPERATIONS
Cash Payment			$ 8,000,000
Agreement amount on cash payment		$ 8,000,000
Revenue recognized		2,500,000
Additional cash payment		$ 1,000,000
Disposed by sale \| Cell Ready Purchase Agreement
DISCONTINUED OPERATIONS
Consideration for purchased assets	$ 19,000,000
Gain on disposal of discontinued operations before income taxes	$ 8,700,000
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]	Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax
Tax on gain on disposal of discontinued operations	$ 63,000

STOCKHOLDERS' EQUITY (Details) - $ / shares	Dec. 31, 2024	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
Common stock par value (in $ per share)	$ 0.001	$ 0.001
Preferred stock authorized (in shares)	5,000,000	5,000,000
Preferred stock par value (in $ per share)	$ 0.001	$ 0.001

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 14: SUBSEQUENT EVENTS

On March 21, 2025, the Company held a Special Meeting of Stockholders (the “Special Meeting”) at which the stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of the shares issuable upon exercise of (i) Series A Warrants to acquire 5,031,250 shares of Common Stock and (ii) Series B Warrants to acquire 3,247,445 shares of Common Stock.

On March 27, 2025, the Company mutually agreed with Cell Ready to terminate the MSA. In connection therewith, the Company entered into a settlement and release agreement with Cell Ready pursuant to which the Company paid Cell Ready approximately $453,000 and the parties provided one another with mutual releases of all claims associated with any and all agreements between Marker and Cell Ready.

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

GRANT INCOME (Details) - USD ($)	1 Months Ended					12 Months Ended
GRANT INCOME (Details) - USD ($)	Feb. 28, 2025	Aug. 31, 2024	Jun. 30, 2024	May 31, 2023	Aug. 31, 2021	Dec. 31, 2024	Dec. 31, 2023	Sep. 13, 2022
GRANT INCOME
Receipt of product development research award					$ 13,100,000
Revenue recognized						$ 6,591,080	$ 3,311,133
Grant income
GRANT INCOME
Revenue recognized						6,591,080	3,311,133
Funds received from grant						2,100,000
CPRIT grant
GRANT INCOME
Restricted cash recorded						0
Revenue recognized						4,400,000	2,700,000
Grant receivable						2,100,000
Additional CPRIT grant
GRANT INCOME
Revenue recognized						0
Grant receivable						9,500,000
FDA grant
GRANT INCOME
Revenue recognized						500,000	400,000
Grant receivable						0		$ 2,000,000
Funds received from grant						1,000,000
SBIR grant
GRANT INCOME
Revenue recognized						1,000,000	$ 200,000
Grant receivable				$ 2,000,000		200,000
Funds received from grant				$ 1,200,000
SBIR grant \| Subsequent event
GRANT INCOME
Funds received from grant	$ 200,000
SBIR lymphoma grant
GRANT INCOME
Revenue recognized						700,000
Grant receivable		$ 2,000,000				0
Funds received from grant						700,000
National Institutes of Health National - Cancer Institute Grant
GRANT INCOME
Revenue recognized			$ 2,000,000			6,000
Grant receivable						6,000
Funds received from grant						6,000
National Institutes of Health National - Cancer Institute Grant \| Subsequent event
GRANT INCOME
Funds received from grant	6,000
SBIR pancreatic cancer grant
GRANT INCOME
Revenue recognized		2,000,000				7,000
Grant receivable						7,000
Funds received from grant		$ 2,000,000				$ 7,000
SBIR pancreatic cancer grant \| Subsequent event
GRANT INCOME
Funds received from grant	$ 7,000

DISCONTINUED OPERATIONS - Cash Flows (Details)	12 Months Ended
DISCONTINUED OPERATIONS - Cash Flows (Details)	Dec. 31, 2023 USD ($)
DISCONTINUED OPERATIONS
Net cash used in operating activities	$ (6,098,899)
Net cash provided by investing activities	18,664,122
Disposed by sale
DISCONTINUED OPERATIONS
Net cash used in operating activities	(6,099,000)
Net cash provided by investing activities	18,664,000
Net increase in cash and cash equivalents from discontinued operations	$ 12,565,000

STOCK BASED COMPENSATION - Additional Information (Details) $ / shares in Units, $ in Millions						12 Months Ended
	Feb. 12, 2025 $ / shares shares	Jun. 06, 2023 $ / shares shares	May 10, 2023 $ / shares shares	Feb. 27, 2023 installment $ / shares shares	Jan. 03, 2023 installment $ / shares	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Mar. 31, 2023 shares	May 19, 2020 shares
STOCK-BASED COMPENSATION
Total stock-based compensation cost related to unvested awards not yet recognized \| $						$ 0.2
Expected weighted average period of recognition of unrecognized compensation costs (in years)						1 year 10 months 24 days
Incremental stock-based compensation expense in connection with the termination of certain employees \| $							$ 0.3
Employee Stock Option
STOCK-BASED COMPENSATION
Weighted Average Exercise Price per Share, Exercised \| $ / shares						$ 2.43	$ 3.29
Exercise price of options granted \| $ / shares							$ 1.99
Number of Shares, Granted							544,532
Loss from discontinued operations.
STOCK-BASED COMPENSATION
Incremental stock-based compensation expense in connection with the termination of certain employees \| $							$ 0.2
2020 Equity Incentive Plan
STOCK-BASED COMPENSATION
Expiration period						10 years
Award vesting period						4 years
Number of shares options available to be issued						1,200,000			850,000
2024 Equity Incentive Awards \| Subsequent event \| 2020 Equity Incentive Plan
STOCK-BASED COMPENSATION
Exercise price of options granted \| $ / shares	$ 1.59
2024 Equity Incentive Awards \| Subsequent event \| 2020 Equity Incentive Plan \| Employees
STOCK-BASED COMPENSATION
Number of options to purchase shares	50,000
2024 Equity Incentive Awards \| Subsequent event \| 2020 Equity Incentive Plan \| Non employee
STOCK-BASED COMPENSATION
Number of options to purchase shares	30,000
2023 Equity Incentive Awards \| Employees
STOCK-BASED COMPENSATION
Weighted Average Exercise Price per Share, Exercised \| $ / shares					$ 2.769
Number of options to purchase shares								7,000
Vesting percentage					25.00%
2023 Equity Incentive Awards \| Employees \| Tranche one
STOCK-BASED COMPENSATION
Award vesting period					1 year
2023 Equity Incentive Awards \| Employees \| Tranche two
STOCK-BASED COMPENSATION
Number of equal monthly installments of award \| installment					36
Award vesting period					3 years
Vesting percentage					75.00%
2023 Equity Incentive Awards \| Chief Executive Officer, President and Chairman \| Employees
STOCK-BASED COMPENSATION
Weighted Average Exercise Price per Share, Exercised \| $ / shares			$ 1.42
Award vesting period			10 years
Number of Shares, Granted			100,000
2023 Equity Incentive Awards \| Director \| Non employee
STOCK-BASED COMPENSATION
Weighted Average Exercise Price per Share, Exercised \| $ / shares		$ 1.72
Award vesting period		1 year
Number of Shares, Granted		32,000
2023 Equity Incentive Awards \| 2020 Equity Incentive Plan \| Executive officer
STOCK-BASED COMPENSATION
Weighted Average Exercise Price per Share, Exercised \| $ / shares				$ 2.14
Number of equal monthly installments of award \| installment				48
Award vesting period				4 years
Number of Shares, Granted				316,855
2023 Equity Incentive Awards \| 2020 Equity Incentive Plan \| Non-executive employees
STOCK-BASED COMPENSATION
Weighted Average Exercise Price per Share, Exercised \| $ / shares				$ 2.14
Number of equal monthly installments of award \| installment				48
Award vesting period				4 years
Number of Shares, Granted				87,677

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

12 Months Ended

Dec. 31, 2024

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, 2024 and 2023, respectively:


	For the Years Ended
	December 31,
	2024		2023
Numerator:
Loss from continuing operations	$	(10,731,315)	$	(14,045,895)
Income (loss) from discontinued operations		—		5,809,081
Net loss	$	(10,731,315)	$	(8,236,814)

Denominator:
Weighted average common shares outstanding, basic		8,980,207		8,809,382
Weighted average common shares outstanding, diluted		8,980,207		8,809,382

Net earnings (loss) per share:
Loss from continuing operations, basic and diluted	$	(1.19)	$	(1.59)
Income (loss) from discontinued operations, basic and diluted	$	—	$	0.66
Net loss per share, basic and diluted	$	(1.19)	$	(0.94)

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,
	2024	2023
Common stock options	588,000	738,000
Common stock purchase warrants	8,279,000	—
Potentially dilutive securities	8,867,000	738,000

INCOME TAXES - Summary of Effects of Temporary Differences that Give Rise to Significant Portions of the Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Deferred Tax Assets
Net Operating Loss Carryforward	$ 30,725,000	$ 29,352,000
Stock Compensation	1,670,000	2,598,000
Capitalized R&E	7,869,000	7,026,000
Research and Development	733,000	733,000
Deferred Tax Assets	40,997,000	39,709,000
Less: Valuation Allowance	$ (40,997,000)	$ (39,709,000)

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical)	Dec. 31, 2023 USD ($)
CONSOLIDATED STATEMENTS OF OPERATIONS
Gain from discontinued operations, net of tax	$ 63,000

STOCK BASED COMPENSATION - Stock-based compensation expenses (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
STOCK-BASED COMPENSATION
Stock compensation in continuing operations	$ 246,000	$ 858,000
Stock compensation in discontinued operations		725,000
Total stock compensation expenses	246,000	1,583,000
Research and development
STOCK-BASED COMPENSATION
Stock compensation in continuing operations	15,000	338,000
General and administrative
STOCK-BASED COMPENSATION
Stock compensation in continuing operations	$ 231,000	$ 520,000

OTHER RECEIVABLE (Details) - USD ($)	1 Months Ended				12 Months Ended
OTHER RECEIVABLE (Details) - USD ($)	Feb. 28, 2025	Aug. 31, 2024	Jun. 30, 2024	May 31, 2023	Dec. 31, 2024	Dec. 31, 2023
OTHER RECEIVABLE
Revenue recognized					$ 6,591,080	$ 3,311,133
Other receivables					2,346,703	1,027,815
FDA grant
OTHER RECEIVABLE
Revenue recognized					500,000	400,000
Grant revenue					500,000
Grant income receivable					0
Funds received from grant					1,000,000
SBIR grant
OTHER RECEIVABLE
Revenue recognized					1,000,000	$ 200,000
Grant revenue					1,000,000
Grant income receivable					200,000
Funds received from grant				$ 1,200,000
SBIR grant \| Subsequent event
OTHER RECEIVABLE
Funds received from grant	$ 200,000
National Institutes of Health National - Cancer Institute Grant
OTHER RECEIVABLE
Revenue recognized			$ 2,000,000		6,000
Funds received from grant					6,000
National Institutes of Health National - Cancer Institute Grant \| Subsequent event
OTHER RECEIVABLE
Funds received from grant	6,000
National Institutes of Health Small Business Innovation Research For Pancreatic Cancer
OTHER RECEIVABLE
Revenue recognized		$ 2,000,000			7,000
Funds received from grant		$ 2,000,000			7,000
National Institutes of Health Small Business Innovation Research For Pancreatic Cancer \| Subsequent event
OTHER RECEIVABLE
Funds received from grant	$ 7,000
CPRIT
OTHER RECEIVABLE
Revenue recognized					4,400,000
Other receivables					$ 2,100,000

COMMITMENTS AND CONTINGENCIES (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Aug. 31, 2021
Cancer Prevention and Research Institute of Texas
COMMITMENTS AND CONTINGENCIES
Grant receivable	$ 9,500	$ 13,100
Aggregate amount (in Percentage)	400.00%
Revenue sharing percentage	0.50%
License agreement with Baylor College of Medicine
COMMITMENTS AND CONTINGENCIES
Shares issued in common stock value	$ 5,000
Milestone payments agreed	$ 64,850
Liquidity incentive payment in percentage	0.50%

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS - Computation of loss per Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Numerator:
Loss from continuing operations	$ (10,731,315)	$ (14,045,895)
Income (loss) from discontinued operations		5,809,081
Net loss	$ (10,731,315)	$ (8,236,814)
Denominator:
Weighted average common shares outstanding, basic	8,980,207	8,809,382
Weighted average common shares outstanding, diluted	8,980,207	8,809,382
Net earnings (loss) per share:
Loss from continuing operations, basic (in dollars per share)	$ (1.19)	$ (1.59)
Loss from continuing operations, diluted (in dollars per share)	(1.19)	(1.59)
Income (loss) from discontinued operations, basic (in dollars per share)		0.66
Income (loss) from discontinued operations, diluted (in dollars per share)		0.66
Net loss per share, basic (in dollars per share)	(1.19)	(0.94)
Net loss per share, diluted (in dollars per share)	$ (1.19)	$ (0.94)

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 19,192,440	$ 15,111,450
Prepaid expenses and deposits	483,717	988,126
Other receivables	2,346,703	1,027,815
Total current assets	22,022,860	17,127,391
Total assets	22,022,860	17,127,391
Current liabilities:
Accounts payable and accrued liabilities	1,753,954	1,745,193
Related party payable	$ 1,710,500	$ 1,329,655
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Total current liabilities	$ 3,464,454	$ 3,074,848
Total liabilities	3,464,454	3,074,848
Stockholders' equity:
Preferred stock, $0.001 par value, 5 million shares authorized, 0 shares issued and outstanding at December 31, 2024 and 2023, respectively
Common stock, $0.001 par value, 30 million shares authorized, 10.7 million and 8.9 million shares issued and outstanding as of December 31, 2024 and 2023, respectively (see Note 8)	10,708	8,891
Additional paid-in capital	465,564,876	450,329,515
Accumulated deficit	(447,017,178)	(436,285,863)
Total stockholders' equity	18,558,406	14,052,543
Total liabilities and stockholders' equity	$ 22,022,860	$ 17,127,391

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Revenues:
Total revenues	$ 6,591,080	$ 3,311,133
Operating expenses:
Research and development	13,467,845	10,416,789
General and administrative	4,241,607	7,475,722
Total operating expenses	17,709,452	17,892,511
Loss from operations	(11,118,372)	(14,581,378)
Other income (expenses):
Interest income	437,010	539,158
Loss from continuing operations before income taxes	(10,681,362)	(14,042,220)
Income tax expense	49,953	3,675
Net loss from continuing operations	(10,731,315)	(14,045,895)
Discontinued operations:
Loss from discontinued operations		(2,922,406)
Gain on disposal of discontinued operations, net of $63,000 in tax		8,731,487
Income (loss) from discontinued operations		5,809,081
Net loss	$ (10,731,315)	$ (8,236,814)
Net earnings (loss) per share:
Loss from continuing operations, basic (in dollars per share)	$ (1.19)	$ (1.59)
Loss from continuing operations, diluted (in dollars per share)	(1.19)	(1.59)
Income from discontinued operations, basic (in dollars per share)		0.66
Income from discontinued operations, diluted (in dollars per share)		0.66
Net loss per share, basic (in dollars per share)	(1.19)	(0.94)
Net loss per share, diluted (in dollars per share)	$ (1.19)	$ (0.94)
Weighted average number of common shares outstanding:
Weighted average number of common shares outstanding, basic (in shares)	8,980,207	8,809,382
Weighted average number of common shares outstanding, diluted (in shares)	8,980,207	8,809,382
Grant income
Revenues:
Total revenues	$ 6,591,080	$ 3,311,133

ACCOUNTS PAYABLE, ACCRUED LIABILITIES, AND RELATED PARTY PAYABLE (Details) - USD ($)	Dec. 31, 2024	Dec. 31, 2023
ACCOUNTS PAYABLE, ACCRUED LIABILITIES, AND RELATED PARTY PAYABLE
Accounts payable	$ 1,066,000	$ 961,000
Compensation and benefits	86,000	57,000
Professional fees	293,000	303,000
Related party payable	$ 1,710,500	$ 1,329,655
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related party	Related party
Tax fees	$ 104,000	$ 219,000
Other	204,000	205,000
Total accounts payable and accrued liabilities	3,464,000	3,075,000
Related party \| Cell Ready
ACCOUNTS PAYABLE, ACCRUED LIABILITIES, AND RELATED PARTY PAYABLE
Related party payable	$ 1,700,000	$ 1,300,000

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2024

INCOME TAXES

Schedule of deferred tax assets


	For the Years Ended
	December 31,
	2024		2023
Deferred Tax Assets
Net Operating Loss Carryforward	$	30,725,000	$	29,352,000
Stock Compensation		1,670,000		2,598,000
Capitalized R&E		7,869,000		7,026,000
Research and Development		733,000		733,000
		40,997,000		39,709,000
Less: Valuation Allowance		(40,997,000)		(39,709,000)
Total Deferred Tax Assets	$	—	$	—

Total Deferred Tax Liabilities	$	—	$	—

Net Deferred Tax Assets/(Liabilities)	$	—	$	—

Schedule of expected tax expense (benefit) from continuing operations


	For the Years Ended December 31,
	2024				2023
			Percent of				Percent of
	Amount		Pretax Loss		Amount		Pretax Loss
U.S. federal statutory rate	$	(2,243,000)	21.00	%	$	(2,948,000)	21.00	%
State taxes, net of federal benefit		15,000	(0.14)	%		(20,000)	0.14	%
Tax rate change		(1,000)	0.01	%		(9,000)	0.06	%
Permanent Differences
- Other permanent differences		27,000	(0.25)	%		25,000	(0.18)	%
Change in valuation allowance		1,288,000	(12.06)	%		(1,556,000)	11.08	%
Deferred true-up		953,000	(8.92)	%		4,512,000	(32.14)	%
Other		11,000	(0.11)	%		—	—
Income tax provision/(benefit)	$	50,000	(0.47)	%	$	4,000	(0.04)	%

FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS

12 Months Ended

Dec. 31, 2024

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, 2024, the Company had cash and cash equivalents of approximately $19.2 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 could 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 were 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 was limited for so long as we were subject to General Instruction I.B.6 of Form S-3, which limited the amounts that we could sell under the registration statement and in accordance with the ATM agreement. The Sales Agents were 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 provided each of the Sales Agents with indemnification and contribution rights. During the year ended December 31, 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.

In November 2024, the Company entered into an At The Market Offering Agreement, or the Sales Agreement, with H.C. Wainwright & Co. LLC, relating to the sale of shares of its common stock having an agreement offering price of up to $11,431,713 from time to time through H.C. Wainwright & Co. LLC. Any shares of common stock sold will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-283512), which the SEC declared effective on December 6, 2024. However, the Company’s use of the shelf registration statement on Form S-3 will be limited for so long as it is subject to General Instruction I.B.6 of Form S-3, which limits the amounts that the Company may sell under the registration statement and in accordance with the ATM agreement. H.C. Wainwright & Co. LLC 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 H.C. Wainwright & Co. LLC with indemnification and contribution rights.

In August 2021, the Company received notice of a Product Development Research award totaling approximately $13.1 million from the 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 $4.4 million of grant income related to the CPRIT grant as revenue during the year ended December 31, 2024 and at December 31, 2024, the Company recorded $2.1 million of grant income receivable.

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 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 $0.5 million of grant income related to the FDA grant as revenue during the year ended December 31, 2024 and at December 31, 2024, the Company had no grant income receivable recorded.

In May 2023, the Company announced that it had received 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 $1.2 million from SBIR. The Company recorded $1.0 million of grant income related to the SBIR grant as revenue during the year ended December 31, 2024 and at December 31, 2024, the Company recorded $0.2 million of grant income receivable. In February 2025, the Company received $0.2 million of funds from the SBIR grant.

The above funding agencies have agreed to continue their financial support and to shift funds to the MT-401-OTS program.

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 (“NIH”) 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 received approximately $6,000 from NIH for this grant. The Company recorded approximately $6,000 of grant income related to the NIH grant as revenue during the year ended December 31, 2024 and at December 31, 2024, the Company recorded approximately $6,000 of grant income receivable. In February 2025, the Company received approximately $6,000 of funds from the NIH grant.

In August 2024, the Company received notice of a $2.0 million grant from the SBIR 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 year ended December 31, 2024 and at December 31, 2024, the Company had no grant income receivable recorded.

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 approximately $7,000 from NIH for this grant. The Company recorded approximately $7,000 of grant income related to the NIH grant as revenue during the year ended December 31, 2024 and at December 31, 2024, the Company recorded approximately $7,000 of grant income receivable. In February 2025, the Company received approximately $7,000 of funds from the NIH grant.

In December 2024, the Company received notice of an additional $9.5 million grant from CPRIT to support the clinical investigation of MT-601 in patients with metastatic pancreatic cancer. Through the date of this filing, the Company has not received any funds from this grant.

In December 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, 2024, 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. On February 29, 2024, the Company terminated the Purchase Agreement with Lincoln Park effective March 1, 2024.

Net proceeds from the sale of securities in the Private Placement was approximately $14.9 million, which does not include any proceeds that may be received upon exercise of any warrants issued in the Private Placement. Both the Pre-Funded Warrants and the Private Placement Warrants are not exercisable until the Company obtains shareholder approval. On March 21, 2025, the Company obtained shareholder approval for the exercise of such warrants. The transaction closed on December 23, 2024.

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

Based on the Company’s lack of recurring revenues, anticipated uses of cash and historical recurring cash losses from operating activities, and cash and cash equivalents as of December 31, 2024, the Company anticipates that it will be able to fund its operating expenses and capital expenditure requirements into the first quarter of 2026, assuming no additional grant funds are received. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

Management currently plans to raise additional capital through the issuance of common shares and receipt of additional grant funds, which could enable the Company to fund its operating expenses and capital expenditure requirements beyond the first quarter of 2026, although no assurance can be given that such capital or existing awarded grants will be earned or future grants will be awarded. The Company’s future cash requirements are based on the Company’s clinical and research and development plans, timing expectations related to the progress of its programs, and is subject to the Company’s ability to effectively manage its costs, raise additional capital, and receive additional grant funds.

The Company’s assumptions 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 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’s 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.

NATURE OF OPERATIONS

12 Months Ended

Dec. 31, 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 antigen recognizing (“MAR”)-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; Manufacturing

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 was a member of the Company’s board of directors at the time of the Cell Ready Purchase Agreement and through December 31, 2024 and is serving as the CEO of Cell Ready, therefore Cell Ready is a related party. Mr. Wilson resigned as a director of the Company on January 24, 2025. 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. See additional discussion at Note 6.

Following the closing of the Cell Ready Purchase Agreement, the Company no longer operates a cGMP manufacturing facility and instead relies on third parties for the clinical and, once approved, commercial manufacture of our product candidates. As such, on February 22, 2024, the Company entered into a Master Services Agreement for Product Supply (the “MSA”) with Cell Ready for the provision of various products and services by Cell Ready pursuant to work orders that may be entered into from time to time. Cell Ready is a contract development and manufacturing organization (CDMO). The MSA contains customary representations, warranties and indemnification provision. The initial term of the MSA is three years and may be extended upon the mutual written agreement of the parties. Either party may terminate the MSA (a) for material breach by the other party if such breach has not been cured within 30 days following notice of termination or (b) if the other party is the subject of an insolvency event.

Additionally, the Baylor College of Medicine (“BCM”) continues to supply the Company with products and the Company is working with both of its existing qualified contract manufacturers as it continues its clinical trials. Furthermore, in anticipation of the commencement of the Company’s larger pivotal trial for Lymphoma in 2026, as well as the eventual need for commercial scale production, the Company intends to evaluate and qualify additional potential third-party manufacturing partners to provide potential multiple sources of clinical and commercial supply.

However, there is no guarantee that the Company will or has properly estimated its required manufacturing capacities or that the third parties on which it relies to manufacture products will be able or willing to perform on proposed timelines or to meet the Company’s manufacturing demands, if at all. If any third-party vendors experience disruptions or otherwise cease or substantially reduce the amount of products they are willing to supply, the Company’s business and operations could be adversely affected.

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 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.

STOCK BASED COMPENSATION

12 Months Ended

Dec. 31, 2024

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

NOTE 9: STOCK BASED COMPENSATION

Stock Options

On May 19, 2020, the Board adopted the 2020 Equity Incentive Plan (“2020 Equity Incentive 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.

2024 Equity Incentive Awards

On February 12, 2025, pursuant to the Company’s 2020 Equity Incentive Plan, the compensation committee of the Company’s board of directors approved 50,000 options to purchase the Company’s common stock as equity-based incentive awards to the Company’s Chief Executive Officer and President, Dr. Juan Vera and 30,000 options to purchase the Company’s common stock as equity-based incentive awards to each Non-Employee Director. Each option award was granted with an exercise price of $1.59 per share, the closing price of the Company’s common stock on the Nasdaq Capital Market on February 12, 2025, with the option award vesting in three annual installments, subject to such Optionee’s continued service on the applicable vesting date.

2023 Equity Incentive Awards

On February 27, 2023, pursuant to the Company’s 2020 Equity Incentive Plan, the compensation committee of the Company’s board of directors approved a total of 316,855 options to purchase the Company’s common stock as equity-based incentive awards to the Company’s executive officers and management team. Each option award was granted with an exercise price of $2.14 per share, the closing price of the Company’s common stock on the Nasdaq Capital Market on February 27, 2023, 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 27, 2023, the compensation committee of the Company’s board of directors approved a total of 87,677 options to purchase the Company’s common stock to non-executive employees and management team of the Company as equity-based incentive awards. Each option award was granted with an exercise price of $2.14 per share, the closing price of the Company’s common stock on the Nasdaq Capital Market on February 27, 2023, 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 7,000 stock option awards issued during the three months ended March 31, 2023 to new employees upon their commencement of employment with the Company. Each option award was granted with an exercise price of $2.769 per share, the closing price of the Company’s common stock on the Nasdaq Capital Market on January 3, 2023, 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.

On May 10, 2023, the Company’s board of directors approved a one-time share option grant of 100,000 shares of common stock to Dr. Vera for his appointment as the Company’s Chief Executive Officer. The option has a term of ten years and will vest in equal annual installments on May 10, 2024, May 10, 2025, May 10, 2026, and May 10, 2027, subject to Mr. Vera’s continued service to the Company as of the applicable vesting date. Each option award was granted with an exercise price of $1.42 per share, the closing price of the Company’s common stock on the Nasdaq Capital Market on May 10, 2023.

On June 6, 2023, pursuant to the Company’s Non-Employee Director Compensation Policy, which had previously been approved by the Company’s board of directors, a total of 32,000 stock option awards were issued to independent members of the board of directors of the Company. Each option award was granted with an exercise price of $1.72 per share, the closing price of the Company’s common stock on the Nasdaq Capital Market on June 6, 2023. Each Option award will vest in one year subject to the director’s continuance of service through June 6, 2024.

For the year ended December 31, 2023, the Company recorded incremental stock-based compensation expense of approximately $0.3 million pertaining to the modification of stock options in connection with the termination of certain employees that were hired by Cell Ready or transitioned as independent consultants. The modification provided for an acceleration of unvested options, resulting in a change in compensation expense that was immediately recognized. $0.2 million is reflected in loss from discontinued operations.

As of December 31, 2024, approximately 1.2 million shares of common stock are available to be issued under the 2020 Plan.

Stock Options

A summary of the Company’s stock option activity for the years ended December 31, 2024 and December 31, 2023, 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, 2023	886,173	$	42.90	$	—	7.3
Granted	544,532		1.99		—	5.6
Exercised	(27,518)		3.29
Canceled/Expired	(665,292)		30.41		—	—
Outstanding as of December 31, 2023	737,895		25.42	$	1,317,000	7.6
Granted	—		—		—	—
Exercised	(25,602)		2.43		—	—
Canceled/Expired	(124,589)		42.24		—	—
Outstanding as of December 31, 2024	587,704	$	22.85	$	378,000	6.8
Options vested and exercisable	395,492	$	32.86	$	152,000	6.2

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, 2024 and 2023, respectively, were as follows:


	For the Years Ended
	December 31,
	2024			2023
Exercise price	$	—		$	1.99
Expected term (years)		—			6.0
Expected stock price volatility		—	%		91	%
Risk-free rate of interest		—	%		4	%
Expected dividend rate		—	%		—	%

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


	For the Years Ended
	December 31,
	2024		2023
Stock Compensation expenses:
Research and development	$	15,000	$	338,000
General and administrative		231,000		520,000
Stock compensation in continuing operations		246,000		858,000
Stock compensation in discontinued operations		—		725,000
Total stock compensation expenses	$	246,000	$	1,583,000

At December 31, 2024, the total stock-based compensation cost related to unvested awards not yet recognized was $0.2 million. The expected weighted average period compensation costs to be recognized was 1.9 years. Future option grants will impact the compensation expense recognized.

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 11: COMMITMENTS AND CONTINGENCIES

Cancer Prevention and Research Institute of Texas

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. In December 2024, the Company received notice of an additional $9.5 million grant from CPRIT to support the clinical investigation of MT-601 in patients with pancreatic cancer. Both CPRIT grants contain identical terms surrounding intellectual property and revenue sharing.

Per the CPRIT grant agreements, the Company will retain ownership over any intellectual property developed under the contracts (the “Project Results”). With respect to non-commercial use of any Project Results, the Company agreed to grant to CPRIT a nonexclusive, irrevocable, royalty-free, perpetual, worldwide license with the right to sublicense any necessary additional intellectual property rights to exploit all Project Results by CPRIT, other governmental entities and agencies of the State of Texas, and private or independent institutions of higher education located in Texas, solely for academic, research, and other non-commercial purposes.

If the Company’s products become commercially saleable, the Company is obligated to make payments to CPRIT, with respect to net sales of any product covered in the contract, equal to a percentage of revenue ranging from the low-to-mid single digits. These payments will continue up to and until CPRIT receives an aggregate amount of 400% of the sum of all monies paid to the Company by CPRIT under the grant agreements. If the Company is required to obtain a license from a third party to sell any such product, the revenue sharing percentages may be reduced. In addition, once the Company has paid CPRIT 400% of the monies received under the grant agreements, the Company will continue to pay CPRIT a revenue-sharing percentage of 0.5% for the remainder of the Revenue Term as specified in the grant agreement.

License Agreement with the Baylor College of Medicine

In March 2018, the Company entered into an exclusive license agreement with BCM under which the Company acquired a worldwide, exclusive license to BCM’s rights in and to certain intellectual property rights, including a European patent to develop and commercialize MAR-T cell product candidates (the “BCM License Agreement”). In exchange for the license, the Company issued shares of its common stock to BCM valued at approximately $5.0 million at the time of issuance, agreed to make royalty payments to BCM upon commercial sales according to the royalty schedule in the BCM License Agreement, under which the royalty percentages increase in proportion to the aggregate net sales, and agreed to pay BCM certain milestone payments up to an aggregate of $64.85 million. The milestone payments are based upon the occurrence of nine particular milestones relating to completion of the first dosing in clinical trials for a first and second distinct product, FDA approval, and achievement of certain net sales goals. The Company is also responsible for sublicensing fees and for reimbursing BCM for related-party expenses. In addition, upon a liquidity event (as defined in the BCM License Agreement) of the Company, BCM will receive a one-time liquidity incentive payment of 0.5% of the liquidity event proceeds (as defined in the BCM License Agreement).

Legal Proceedings

From time to time, we may become involved in legal proceedings, including those arising in the ordinary course of our business. We are not currently a party to any material legal proceedings that we believe could have an adverse effect on our business, operating results or financial condition.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2024	Dec. 31, 2023
Cash Flows from Operating Activities:
Net loss	$ (10,731,315)	$ (8,236,814)
Less: gain from discontinued operations, net of $63,000 in tax		5,809,081
Net loss from continuing operations	(10,731,315)	(14,045,895)
Reconciliation of net loss to net cash used in operating activities:
Stock-based compensation	245,864	858,269
Changes in operating assets and liabilities:
Prepaid expenses and deposits	504,409	861,113
Other receivables	(1,318,888)	1,374,189
Related party payable	380,845	1,329,655
Accounts payable and accrued expenses	8,761	(718,393)
Net cash used in operating activities - continuing operations	(10,910,324)	(10,341,062)
Net cash used in operating activities - discontinued operations		(6,098,899)
Net cash used in operating activities	(10,910,324)	(16,439,961)
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, prefunded warrants and warrants, net	14,929,155	1,014,640
Proceeds from stock options exercise	62,159	90,477
Net cash provided by financing activities	14,991,314	1,105,117
Net increase in cash and cash equivalents	4,080,990	3,329,278
Cash and cash equivalents at beginning of the year	15,111,450	11,782,172
Cash and cash equivalents at end of the year	$ 19,192,440	15,111,450
Supplemental schedule of non-cash financing and investing activities:
Issuance of common stock as commitment fee for future financing		$ 180

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Net of offering costs	$ 1.2

STOCK BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 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, 2023	886,173	$	42.90	$	—	7.3
Granted	544,532		1.99		—	5.6
Exercised	(27,518)		3.29
Canceled/Expired	(665,292)		30.41		—	—
Outstanding as of December 31, 2023	737,895		25.42	$	1,317,000	7.6
Granted	—		—		—	—
Exercised	(25,602)		2.43		—	—
Canceled/Expired	(124,589)		42.24		—	—
Outstanding as of December 31, 2024	587,704	$	22.85	$	378,000	6.8
Options vested and exercisable	395,492	$	32.86	$	152,000	6.2

Schedule of weighted average assumptions used in calculating the fair values of stock options that were granted


	For the Years Ended
	December 31,
	2024			2023
Exercise price	$	—		$	1.99
Expected term (years)		—			6.0
Expected stock price volatility		—	%		91	%
Risk-free rate of interest		—	%		4	%
Expected dividend rate		—	%		—	%

Schedule of stock-based compensation expenses


	For the Years Ended
	December 31,
	2024		2023
Stock Compensation expenses:
Research and development	$	15,000	$	338,000
General and administrative		231,000		520,000
Stock compensation in continuing operations		246,000		858,000
Stock compensation in discontinued operations		—		725,000
Total stock compensation expenses	$	246,000	$	1,583,000

STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2024

STOCKHOLDERS' EQUITY

Summary of warrants outstanding


					Outstanding			Outstanding
		Exercise			as of			as of
		Price Per		Expiration	December 31,	New		December 31,
	Issue Date	Share		Date	2023	Issuance	Exercised	2024
Private placement warrants	December 2024	$	4.00	5 years from shareholder approval	—	5,031,250	—	5,031,250
Pre-funded warrants	December 2024	$	0.001	5 years from shareholder approval	—	3,247,445	—	3,247,445
					—	8,278,695	—	8,278,695

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2024

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 8: 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.

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 2024 and 2023 common stock transactions were as follows:

2024 Common Stock Transactions

Private Placement

On December 19, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company issued and sold in a private Placement the following securities: (i) 1,783,805 shares of common stock, (ii) Series B Warrants, or Pre-Funded Warrants, to purchase an aggregate of 3,247,445 shares of common stock in lieu of shares of common stock and (iii) Series A Warrants, or Private Placement Warrants, to purchase an aggregate of 5,031,250 shares of common stock. The purchase price per share of common stock and accompanying Private Placement Warrant to purchase a share of common stock was $3.20, and the purchase price per Pre-Funded Warrant and accompanying Private Placement Warrant to purchase a share of common stock was $3.199. Net proceeds from the sale of securities in the Private Placement was approximately $14.9 million, which does not include any proceeds that may be received upon the exercise of any warrants issued in the Private Placement. Both the Pre-Funded Warrants and the Private Placement Warrants are not exercisable until the Company obtains shareholder approval. On March 21, 2025, the Company obtained shareholder approval for the exercise of such warrants. The transaction closed on December 23, 2024.

Issuance of Stock Pursuant to ATM Agreement

During the year ended December 31, 2024, the Company sold 8,178 shares of its common stock under the ATM Agreement for gross proceeds of $37,000. On June 10, 2024, the Company provided notice of its termination of the ATM Agreement with Cantor Fitzgerald & Co. and RBC Capital Markets, LLC. In November 2024, the Company entered into an ATM Agreement with H.C. Wainwright & Co., LLC.

Exercise of Stock Options

During the year ended December 31, 2024, certain outstanding options were exercised for 25,602 shares of common stock providing aggregate proceeds to the Company of approximately $62,000.

2023 Common Stock Transactions

Issuance of Stock Pursuant to ATM Agreement

During the year ended December 31, 2023, the Company sold 265,334 shares of its common stock under the ATM Agreement for net proceeds of $1.0 million.

Stock Purchase Agreement with Lincoln Park

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 has 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 is 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 year ended December 31, 2023, the Company sold 12,500 shares of its common stock under the Purchase Agreement for 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 year ended December 31, 2023, certain outstanding options were exercised for 27,518 shares of common stock providing aggregate proceeds to the Company of approximately $0.1 million.

Warrant Summary

The following table summarizes the total warrants outstanding at December 31, 2024:


					Outstanding			Outstanding
		Exercise			as of			as of
		Price Per		Expiration	December 31,	New		December 31,
	Issue Date	Share		Date	2023	Issuance	Exercised	2024
Private placement warrants	December 2024	$	4.00	5 years from shareholder approval	—	5,031,250	—	5,031,250
Pre-funded warrants	December 2024	$	0.001	5 years from shareholder approval	—	3,247,445	—	3,247,445
					—	8,278,695	—	8,278,695

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 40
-Name Accounting Standards Codification
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-Paragraph 6
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

SUBSEQUENT EVENTS (Details) - Subsequent event - USD ($)	Mar. 27, 2025	Mar. 21, 2025
Cell Ready Purchase Agreement
Subsequent Events
Payments on termination of agreement	$ 453,000
Series A Warrants
Subsequent Events
Issuance of shares of common stock		5,031,250
Series B Warrants
Subsequent Events
Issuance of shares of common stock		3,247,445

INCOME TAXES - Additional Information's (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
INCOME TAXES
Federal income tax expense	$ 0	$ 0
State tax expense	50,000	4,000
Deferred tax assets, operating loss carryforwards, foreign	138,300,000	38,400,000
Deferred tax assets, operating loss carryforwards, state and local	$ 38,800,000	$ 21,900,000
Tax credit carryforwards expiration period	2030
Tax credit carryforwards expiration year end	2037
Foreign tax authority
INCOME TAXES
Operating loss carryforwards	$ 99,900,000
Operating loss carryforwards limitation percentage	80.00%
State and local jurisdiction
INCOME TAXES
Operating loss carryforwards	$ 16,900,000
Operating loss carryforwards limitation percentage	80.00%
Research and development
INCOME TAXES
Tax credit carryforwards	$ 733,000

INCOME TAXES

12 Months Ended

Dec. 31, 2024

INCOME TAXES

INCOME TAXES

NOTE 13: INCOME TAXES

The Company has no federal income tax expense due to operating losses incurred and utilized for the years ended December 31, 2024, and 2023, respectively. The Company recognized $50,000 and $4,000 in state tax expense for the years ended December 31, 2024 and 2023, respectively.

The effects of temporary differences that give rise to significant portions of the deferred tax assets as of December 31, 2024 and 2023 are as follows:


	For the Years Ended
	December 31,
	2024		2023
Deferred Tax Assets
Net Operating Loss Carryforward	$	30,725,000	$	29,352,000
Stock Compensation		1,670,000		2,598,000
Capitalized R&E		7,869,000		7,026,000
Research and Development		733,000		733,000
		40,997,000		39,709,000
Less: Valuation Allowance		(40,997,000)		(39,709,000)
Total Deferred Tax Assets	$	—	$	—

Total Deferred Tax Liabilities	$	—	$	—

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, 2024 and 2023.

The Company has approximately $138.3 million of federal and $38.8 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 $38.4 million, if not utilized, will expire between 2030 and 2037. The federal net operating loss carryforwards of $99.9 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 $16.9 million generated in 2018 and thereafter are subject to an 80% limitation on taxable income, do not expire and will carry forward indefinitely.

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.

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, 2024, and 2023, 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 2021 to 2023 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, 2024, and 2023, the expected tax expense (benefit) from continuing operations based on the U. S. federal statutory rate is reconciled with the actual tax provision (benefit) as follows:


	For the Years Ended December 31,
	2024				2023
			Percent of				Percent of
	Amount		Pretax Loss		Amount		Pretax Loss
U.S. federal statutory rate	$	(2,243,000)	21.00	%	$	(2,948,000)	21.00	%
State taxes, net of federal benefit		15,000	(0.14)	%		(20,000)	0.14	%
Tax rate change		(1,000)	0.01	%		(9,000)	0.06	%
Permanent Differences
- Other permanent differences		27,000	(0.25)	%		25,000	(0.18)	%
Change in valuation allowance		1,288,000	(12.06)	%		(1,556,000)	11.08	%
Deferred true-up		953,000	(8.92)	%		4,512,000	(32.14)	%
Other		11,000	(0.11)	%		—	—
Income tax provision/(benefit)	$	50,000	(0.47)	%	$	4,000	(0.04)	%

The Company recognized approximately $50,000 in state tax expense for the year ended December 31, 2024.

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, 2024, and 2023, 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, 2024 and 2023. 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 tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

STOCKHOLDERS' EQUITY - Warrant Summary (Details)	12 Months Ended
STOCKHOLDERS' EQUITY - Warrant Summary (Details)	Dec. 31, 2024 $ / shares shares
Class of Warrant or Right [Line Items]
New Issuance	8,278,695
Outstanding at the end	8,278,695
Pre Funded Warrant
Class of Warrant or Right [Line Items]
Exercise Price Per Share \| $ / shares	$ 0.001
Warrants Expiration term	5 years
New Issuance	3,247,445
Outstanding at the end	3,247,445
Private Placement Warrant
Class of Warrant or Right [Line Items]
Exercise Price Per Share \| $ / shares	$ 4
Warrants Expiration term	5 years
New Issuance	5,031,250
Outstanding at the end	5,031,250

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)	Dec. 31, 2023 USD ($)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Gain from discontinued operations, net of tax	$ 63,000

ACCOUNTS PAYABLE, ACCRUED LIABILITIES, AND RELATED PARTY PAYABLE

12 Months Ended

Dec. 31, 2024

ACCOUNTS PAYABLE, ACCRUED LIABILITIES, AND RELATED PARTY PAYABLE

ACCOUNTS PAYABLE, ACCRUED LIABILITIES, AND RELATED PARTY PAYABLE

NOTE 7: ACCOUNTS PAYABLE, ACCRUED LIABILITIES, AND RELATED PARTY PAYABLE

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


	December 31,		December 31,
	2024		2023
Accounts payable	$	1,066,000	$	961,000
Compensation and benefits		86,000		57,000
Professional fees		293,000		303,000
Related party payable		1,711,000		1,330,000
Tax fees		104,000		219,000
Other		204,000		205,000
Total accounts payable and accrued liabilities		3,464,000		3,075,000

The $1.7 million related-party payable reflects amounts payable to Cell Ready for outsourced product development and manufacturing services. This amount was paid during January 2025. See Note 12 for additional information.

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

12 Months Ended

Dec. 31, 2024

ACCOUNTS PAYABLE, ACCRUED LIABILITIES, AND RELATED PARTY PAYABLE

Schedule of accounts payable, accrued liabilities, and related party payable


	December 31,		December 31,
	2024		2023
Accounts payable	$	1,066,000	$	961,000
Compensation and benefits		86,000		57,000
Professional fees		293,000		303,000
Related party payable		1,711,000		1,330,000
Tax fees		104,000		219,000
Other		204,000		205,000
Total accounts payable and accrued liabilities		3,464,000		3,075,000