|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Marker Therapeutics, Inc. (Name of Issuer) |
Common Stock, Par Value $0.001 (Title of Class of Securities) |
57055L107 (CUSIP Number) |
John R. Wilson 2100 Old Highway 8 NW, St. Paul, MN, 55112 651-628-9259 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 57055L107 |
| 1 |
Name of reporting person
John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
659,901.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.10 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
*Such percentage was calculated based upon an aggregate of 12,938,910 Issuer shares of common stock outstanding as of August 4, 2025 as represented by the Issuer's Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.001 | |
| (b) | Name of Issuer:
Marker Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2450 HOLCOMBE BLVD, TMC PARTNERS OFFICE 1.311, HOUSTON,
TEXAS
, 77021. | |
Item 1 Comment:
This Statement on Schedule 13D (this "Schedule") relates to the common stock, par value $0.001 per share ("Common Stock"), of Marker Therapeutics, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 2450 Holcombe Blvd, Suite BCM-A, MS: BCM251 Houston, Texas.
This Amendment is being filed to report that the beneficial ownership of Common Stock by the Reporting Person has decreased by more than 1% as a result of the sales reported on Schedule A. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule is being filed by John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017 (the "Trust"). | |
| (b) | The Reporting Person's business address is 2100 Old Highway 8 NW, St. Paul, MN 55112. | |
| (c) | The Reporting Person is a trust. | |
| (d) | The Reporting Person has not been convicted in a criminal proceeding in the last five years (excluding traffic violations or similar misdemeanors). | |
| (e) | The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is the trustee of the revocable trust which holds the Common Stock. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The trustee of the Reporting Person received 6,060,783 shares of Common Stock and warrants to acquire 2,197, 944 shares of Common Stock of the Issuer acquired pursuant to a merger with Marker Cell Therapy, Inc. ("Marker Cell"). The Reporting Person was appointed to the Board of Directors of the Issuer. The Reporting Person was granted 12,500 options to acquire Common Stock of the Issuer upon joining the Board consistent with the Issuer's Non-Employee Director Compensation program. On January 26, 2023, the Issuer effected a one-for-ten (1-for-10) reverse stock split of its common stock and a corresponding reduction in the total number of authorized shares of its common stock from 300,000,000 to 30,000,000. John R. Wilson transferred such shares to the Trust on November 30, 2021. | ||
| Item 4. | Purpose of Transaction | |
The information set forth under Items 3 and 6 is hereby incorporated by reference.
All of the securities of the Issuer were acquired for investment purposes. The Reporting Person sold the shares disclosed in Item 5(c) in normal and customary brokerage transactions.
The Reporting Person intends to review on a continuing basis the investment in the Issuer. Based on such review, the Reporting Person may acquire, or cause to be disposed, such securities at any time or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Person, the Issuer's business, financial condition and operating results, general market and industry conditions or other factors.
Except as otherwise described in this Schedule, the Reporting Person currently has no plans or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board except as may be required for the Issuer to comply with exchange listing requirements with respect to the number of independent directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter or by-laws or other actions which may impede the acquisition or control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated above. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | On the date hereof, the Reporting Person beneficially owns 659,901 shares of Common Stock, which comprises 5.10% of the Common Stock of the Issuer. As of, August 4, 2025, there were 12,938,910 shares of Common Stock of the Issuer issued and outstanding as represented by the Issuer's Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025. | |
| (b) | The Reporting Person has the sole power to vote the shares beneficially owned. | |
| (c) | The transactions effected during the past 60 days by the Reporting Person are set forth on Exhibit A, attached hereto. | |
| (d) | Only the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported by this statement. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
John R. Wilson resigned from the Issuer's Board of Directors on January 24, 2025. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1. Schedule A dated as of August 15, 2025. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
Schedule A
This Schedule sets forth information with respect to each purchase and sale of Common Stock of the Issuer which were effectuated by Reporting Persons during the past sixty (60) days. All transactions were effectuated in the open market through a broker.
| Name of Reporting Person | Date of Transactions | Type of Transactions | Number of Securities | Price Per Share(1) | ||||||||
| John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017 | 8/15/25 | Sale | 12,922 | $ | 1.2493 | |||||||
| John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017 | 8/14/25 | Sale | 11,869 | $ | 1.2537 | |||||||
| John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017 | 8/13/25 | Sale | 15,918 | $ | 1.2898 | |||||||
| John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017 | 8/12/25 | Sale | 7,100 | $ | 1.2547 | |||||||
| John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017 | 8/12/25 | Sale | 20,000 | $ | 1.2154 | |||||||
| John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017 | 8/11/25 | Sale | 15,377 | $ | 1.1574 | |||||||
| John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017 | 8/8/25 | Sale | 5,300 | $ | 1.1968 | |||||||
| John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017 | 8/7/25 | Sale | 14,546 | $ | 1.1950 | |||||||
| John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017 | 8/6/25 | Sale | 18,267 | $ | 1.2117 | |||||||
(1) The prices reported are weighted-average prices and include commissions paid in per share prices. These shares of Common Stock were purchased in multiple transactions. Upon request, the Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the SEC staff all information regarding the number of shares and price of each trade comprising the weighted average price and share amounts set forth in this Footnote 1.