0001104659-25-111502 | 10-Q | XBRL Viewer

GRANT INCOME	9 Months Ended
Sep. 30, 2025
GRANT INCOME
GRANT INCOME	NOTE 10: GRANT INCOME There was $1.4 million in restricted cash recorded as of September 30, 2025 related to the CPRIT Pancreatic Grant, and none as of December 31, 2024. If qualifying grant income is earned in advance of cash received from grants, it is recognized as revenue and recorded as other receivable. CPRIT In August 2021, the Company received notice of a Product Development Research award totaling approximately $13.1 million from CPRIT to support the Company’s clinical investigation of MT-401-OTS in patients with AML. The Company recorded $0.2 million and $0.7 million of grant income related to the CPRIT AML Grant as revenue for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, the Company’s grant income receivable balance for this grant was $0.6 million, which represented grant income earned in advance of funds to be received from CPRIT. 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. The Company recorded nil and $0.2 million of grant income related to the CPRIT Pancreatic Grant as revenue for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, $1.4 million was recorded as restricted cash and deferred revenue on the Company’s condensed consolidated balance sheet. 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 clinical investigation of MT-401-OTS for the treatment of post-transplant AML. The Company recorded $0.01 million and $0.1 million of grant income related to the FDA Grant as revenue for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, the Company had approximately $0.01 million of grant income receivable for this grant. NIH SBIR In May 2023, the Company announced it had received a $2.0 million grant from the National Institutes of Health (“NIH”) 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. The Company recorded $0.2 million and $0.3 million of grant income related to the SBIR AML Grant as revenue for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, the Company’s grant income receivable balance for this grant was $0.2 million, which represented grant income earned in advance of funds to be received from the SBIR program. In August 2024, the Company received notice of a $2.0 million grant from the NIH 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. The Company recorded $0.6 million of grant income related to the SBIR NHL Grant as revenue for the three and nine months ended September 30, 2025. As of September 30, 2025, the Company’s grant income receivable balance for this grant was $0.6 million, which represented grant income earned in advance of funds to be received from the SBIR program. In August 2024, the Company received notice of another $2.0 million grant from the NIH SBIR program to support the clinical investigation of MT-601 in patients with pancreatic cancer. The Company recorded approximately $0.2 million of grant income related to the PANACEA Grant as revenue for the three and nine months ended September 30, 2025, and had the same balance in other receivables as of September 30, 2025. In June 2024, the Company received notice of a $2.0 million grant over a 2-year period from the NIH SBIR program to support control over tumor immune escape in pancreatic cancer using a dual T cell product strategy. The Company recorded approximately $0.1 million and $0.3 million of grant income related to the Decoy Grant as revenue for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, the Company’s grant income receivable balance for this grant was approximately $0.02 million, which represented grant income earned in advance of funds to be received from the SBIR program.

GRANT INCOME

9 Months Ended

Sep. 30, 2025

NOTE 10: GRANT INCOME

There was $1.4 million in restricted cash recorded as of September 30, 2025 related to the CPRIT Pancreatic Grant, and none as of December 31, 2024. If qualifying grant income is earned in advance of cash received from grants, it is recognized as revenue and recorded as other receivable.

CPRIT

The Company recorded $0.2 million and $0.7 million of grant income related to the CPRIT AML Grant as revenue for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, the Company’s grant income receivable balance for this grant was $0.6 million, which represented grant income earned in advance of funds to be received from CPRIT.

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. The Company recorded nil and $0.2 million of grant income related to the CPRIT Pancreatic Grant as revenue for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, $1.4 million was recorded as restricted cash and deferred revenue on the Company’s condensed consolidated balance sheet.

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 clinical investigation of MT-401-OTS for the treatment of post-transplant AML. The Company recorded $0.01 million and $0.1 million of grant income related to the FDA Grant as revenue for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, the Company had approximately $0.01 million of grant income receivable for this grant.

NIH SBIR

In May 2023, the Company announced it had received a $2.0 million grant from the National Institutes of Health (“NIH”) 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. The Company recorded $0.2 million and $0.3 million of grant income related to the SBIR AML Grant as revenue for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, the Company’s grant income receivable balance for this grant was $0.2 million, which represented grant income earned in advance of funds to be received from the SBIR program.

In August 2024, the Company received notice of a $2.0 million grant from the NIH 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. The Company recorded $0.6 million of grant income related to the SBIR NHL Grant as revenue for the three and nine months ended September 30, 2025. As of September 30, 2025, the Company’s grant income receivable balance for this grant was $0.6 million, which represented grant income earned in advance of funds to be received from the SBIR program.

In August 2024, the Company received notice of another $2.0 million grant from the NIH SBIR program to support the clinical investigation of MT-601 in patients with pancreatic cancer. The Company recorded approximately $0.2 million of grant income related to the PANACEA Grant as revenue for the three and nine months ended September 30, 2025, and had the same balance in other receivables as of September 30, 2025.

In June 2024, the Company received notice of a $2.0 million grant over a 2-year period from the NIH SBIR program to support control over tumor immune escape in pancreatic cancer using a dual T cell product strategy. The Company recorded approximately $0.1 million and $0.3 million of grant income related to the Decoy Grant as revenue for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, the Company’s grant income receivable balance for this grant was approximately $0.02 million, which represented grant income earned in advance of funds to be received from the SBIR program.

- Definition

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

+ References

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+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2025	Dec. 31, 2024
Current assets:
Cash and cash equivalents	$ 17,589,978	$ 19,192,440
Restricted cash	1,352,975	0
Prepaid expenses and deposits	1,126,724	483,717
Other receivables	1,665,153	2,346,703
Total current assets	21,734,830	22,022,860
Total assets	21,734,830	22,022,860
Current liabilities:
Accounts payable and accrued liabilities	1,664,647	1,753,954
Related party payable	$ 328,315	$ 1,710,500
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
Deferred revenue	$ 1,352,975
Total current liabilities	3,345,937	$ 3,464,454
Total liabilities	3,345,937	3,464,454
Stockholders' equity:
Preferred stock, $0.001 par value, 5 million shares authorized, 0 shares issued and outstanding at September 30, 2025 and December 31, 2024 , respectively
Common stock, $0.001 par value, 30 million shares authorized, 16.7 million and 10.7 million shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively (see Note 8)	16,672	10,708
Additional paid-in capital	475,849,809	465,564,876
Accumulated deficit	(457,477,588)	(447,017,178)
Total stockholders' equity	18,388,893	18,558,406
Total liabilities and stockholders' equity	$ 21,734,830	$ 22,022,860

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Millions	Sep. 30, 2025	Dec. 31, 2024
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock par value (in $ per share)	$ 0.001	$ 0.001
Preferred stock authorized (in shares)	5.0	5.0
Preferred stock issued (in shares)	0.0	0.0
Preferred stock outstanding (in shares)	0.0	0.0
Common stock par value (in $ per share)	$ 0.001	$ 0.001
Common stock authorized (in shares)	30.0	30.0
Common stock issued (in shares)	16.7	10.7
Common stock outstanding (in shares)	16.7	10.7

LIQUIDITY AND FINANCIAL CONDITION (Details) - USD ($)					1 Months Ended							3 Months Ended		9 Months Ended
LIQUIDITY AND FINANCIAL CONDITION (Details) - USD ($)	Aug. 26, 2025	Jul. 21, 2025	Dec. 23, 2024	Dec. 19, 2024	Dec. 31, 2024	Nov. 30, 2024	Aug. 31, 2024	Jun. 30, 2024	May 31, 2023	Sep. 30, 2022	Aug. 31, 2021	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2023
LIQUIDITY AND FINANCIAL CONDITION
Cash, cash equivalents and restricted cash					$ 19,192,440							$ 18,942,953	$ 8,999,664	$ 18,942,953	$ 8,999,664	$ 15,111,450
Product development research award											$ 13,100,000
Funds received from CPRIT grant														11,800,000
Revenue from CPRIT												200,000		700,000
Revenue recognized												1,232,938	1,926,020	2,443,225	$ 4,339,317
Restricted cash					0							1,352,975		1,352,975
Deferred revenue												$ 1,352,975		$ 1,352,975
Common Stock
LIQUIDITY AND FINANCIAL CONDITION
Number of shares issued (in shares)												5,358,292		5,358,292	8,178
Market Offering
LIQUIDITY AND FINANCIAL CONDITION
Commission rate						3.00%
Market Offering \| Common Stock
LIQUIDITY AND FINANCIAL CONDITION
Number of shares issued (in shares)	3,734,217	1,624,075												5,358,292	8,178
Net proceeds from the sale of securities	$ 5,400,000	$ 4,500,000
Purchase price	$ 1.48	$ 2.87
Private Placement
LIQUIDITY AND FINANCIAL CONDITION
Net proceeds from the sale of securities			$ 14,900,000
Private Placement \| Pre Funded Warrant
LIQUIDITY AND FINANCIAL CONDITION
Issuance of shares of common stock				3,247,445
Purchase price				$ 3.199
Private Placement \| Private Placement Warrant
LIQUIDITY AND FINANCIAL CONDITION
Issuance of shares of common stock				5,031,250
Private Placement \| Common Stock
LIQUIDITY AND FINANCIAL CONDITION
Number of shares issued (in shares)				1,783,805
Purchase price				$ 3.2
Grant income
LIQUIDITY AND FINANCIAL CONDITION
Revenue recognized												$ 1,232,938	$ 1,926,020	$ 2,443,225	$ 4,339,317
Grant receivable												600,000		600,000
FDA grant
LIQUIDITY AND FINANCIAL CONDITION
Grant income received										$ 2,000,000
Funds received from grant														1,200,000
Revenue recognized												10,000.00		100,000
Grant income receivable												10,000.00		10,000.00
SBIR grant
LIQUIDITY AND FINANCIAL CONDITION
Grant income received									$ 2,000,000
Funds received from grant														1,500,000
Revenue recognized												200,000		300,000
Grant receivable												200,000		200,000
National Institutes of Health National - Cancer Institute Grant
LIQUIDITY AND FINANCIAL CONDITION
Grant income received								$ 2,000,000
Grant assistance term								2 years
Funds received from grant														300,000
Revenue recognized												100,000		300,000
Grant receivable												20,000.00		20,000.00
SBIR lymphoma grant
LIQUIDITY AND FINANCIAL CONDITION
Grant income received							$ 2,000,000
Funds received from grant														1,200,000
Revenue recognized												600,000		600,000
Grant receivable												600,000		600,000
SBIR pancreatic cancer grant
LIQUIDITY AND FINANCIAL CONDITION
Grant income received							$ 2,000,000
Funds received from grant														200,000
Revenue recognized												200,000		200,000
Grant receivable												200,000		200,000
Additional CPRIT grant
LIQUIDITY AND FINANCIAL CONDITION
Grant income received					$ 9,500,000
Funds received from grant														1,500,000
Revenue recognized												0		200,000
Restricted cash												1,400,000		1,400,000
Deferred revenue												$ 1,400,000		$ 1,400,000

STOCK-BASED COMPENSATION - Stock option activity (Details) - Employee Stock Option - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2025	Dec. 31, 2024
STOCK-BASED COMPENSATION
Number of Shares Outstanding, Beginning Balance	587,704
Number of Shares, Granted	140,000
Number of Shares, Canceled/Expired	(27,243)
Number of Shares Outstanding, Ending Balance	700,461	587,704
Number of Shares, Options vested and exercisable	438,919
Weighted Average Exercise Price per Share, Outstanding, Beginning Balance	$ 22.85
Weighted Average Exercise Price per Share, Granted	1.59
Weighted Average Exercise Price per Share, Canceled/Expired	35.09
Weighted Average Exercise Price per Share, Outstanding, Ending Balance	18.13	$ 22.85
Weighted Average Exercise Price, Options vested and exercisable	$ 27.89
Total Intrinsic Value Outstanding		$ 378,000
Weighted Average Remaining Contractual Life, Outstanding (in years)	6 years 9 months 18 days	6 years 9 months 18 days
Weighted Average Remaining Contractual Life, Options vested and exercisable (in years)	5 years 9 months 18 days

SUBSEQUENT EVENTS (Details) - Subsequent event - 2020 Equity Incentive Plan	Oct. 31, 2025 shares
Non employee
SUBSEQUENT EVENTS
Number of Shares, Granted	147,611
Vesting Period	36 months
Employees
SUBSEQUENT EVENTS
Vesting Period	4 years
Number of options to purchase shares	250,000

SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2025

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

NOTE 4: SIGNIFICANT ACCOUNTING POLICIES

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 31, 2025.

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, Restricted Cash, and Credit Risk

The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash, cash equivalents, and restricted cash at September 30, 2025 consisted of cash and certificates of deposit in institutions in the United States. The Company maintains cash in accounts which are in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limits of $250,000. As of September 30, 2025, the Company had approximately $1.8 million in cash at financial institutions, including $1.4 million of restricted cash at financial institutions, and approximately $17.1 million in U.S. government agency securities, for aggregate cash, cash equivalents, and restricted cash of $18.9 million. As of December 31, 2024, the Company had approximately $1.1 million in cash at financial institutions and approximately $18.1 million in U.S. government agency securities, for aggregate cash and cash equivalents of $19.2 million.

In the event cash is received from grants in advance of incurring qualifying costs, it is recorded as restricted cash and deferred revenue until it is earned and recorded to grant income. As of September 30, 2025, $1.4 million was recorded as restricted cash and deferred revenue on the Company’s condensed consolidated balance sheet.

Modification of Stock Options

During the nine months ended September 30, 2025, the Company recorded incremental stock-based compensation expense of $0.3 million pertaining to the modification of stock options in connection with certain consultants. The modification provided for an acceleration of unvested options, resulting in $0.3 million in compensation expense that was immediately recognized, and is reflected in operating expenses.

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 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 product candidates. 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 Company’s summary of significant accounting policies as previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 31, 2025. 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.

Recently Issued Accounting Standards Not Yet Adopted

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

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. The Company does 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.

Intangibles – Goodwill and Other (Topic 350): Internal-use Software

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other (Topic 350): Internal-use Software, which removes all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40 and requires the capitalization of software costs to begin when 1) management has authorized and committed to funding the software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended. This guidance will be effective for annual reporting periods 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 does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. This ASU excludes from derivative accounting non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties to the contract. This guidance will be effective for annual reporting periods and interim reporting periods beginning after December 15, 2026. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

U.S Tax Law Changes

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, introducing significant changes to U.S. tax law, including provisions related to bonus depreciation, interest expense limitations, and the treatment of domestic research and development expenditures.

The Company is currently assessing the potential impact of these changes on its financial statements, including income tax provisions, deferred tax assets and liabilities, and related disclosures under ASC 740. Due to the complexity and scope of the legislation, management has not yet completed its evaluation and is unable to reasonably estimate the financial effects as of the reporting date. The Company will update its disclosures in future reporting periods as the analysis progresses and additional guidance becomes available.

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024
ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE
Accounts payable	$ 951,000	$ 1,066,000
Compensation and benefits	49,000	86,000
Professional fees	398,000	293,000
Related party payable	$ 328,315	$ 1,710,500
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related party	Related party
Tax fees	$ 63,000	$ 104,000
Other	204,000	204,000
Total accounts payable, accrued liabilities and related party payable	1,993,000	3,464,000
Related party
ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE
Related party payable	$ 328,000	$ 1,711,000
Other Liability, Current, Related Party, Type [Extensible Enumeration]	Related party	Related party

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2025

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 13: SUBSEQUENT EVENTS

Appointment of New Director

On October 31, 2025, the board of directors of the Company (the “Board”) appointed Ms. Kathryn Penkus Corzo to the Company’s Board, effective November 1, 2025. In connection with the appointment of Ms. Corzo to the Company’s Board and pursuant to the Company’s current non-employee directors compensation program, and pursuant to the Company’s 2020 Equity Incentive Plan, as amended (the “2020 Plan”) as applied to new, non-employee directors, the Company also granted Ms. Corzo 147,611 stock options to purchase shares of the Company’s common stock at an exercise price per share equal to the fair market value per share on the date she was appointed to the Board. The options will vest evenly over thirty-six (36) months and are subject to her continued service as a director.

Chief Executive Officer Stock Option Award.

On October 31, 2025, the Compensation Committee and Board approved a discretionary award of 250,000 stock options at an exercise price per share equal to the fair market value per share on the date of the grant (the “CEO Options”) to Dr. Juan Vera, the Company’s Chief Executive Officer under the Company’s 2020 Plan. The CEO Options vest annually over four years beginning on the anniversary of the grant date of the CEO Options and are subject to the terms and conditions of the 2020 Plan and the Company’s form of option award agreement.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2025

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 patients with AML. 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 the first Phase 3 clinical trial 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 legal proceedings that we believe could have a material adverse effect on our business, operating results or financial condition.

STOCK-BASED COMPENSATION - Stock-based compensation expenses (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
STOCK-BASED COMPENSATION
Total stock compensation expenses	$ 33,000	$ 53,000	$ 426,000	$ 195,000
Research and development
STOCK-BASED COMPENSATION
Total stock compensation expenses		3,000	307,000	13,000
General and administrative
STOCK-BASED COMPENSATION
Total stock compensation expenses	$ 33,000	$ 50,000	$ 119,000	$ 182,000

- Definition

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

+ References

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+ Details

STOCK-BASED COMPENSATION - Weighted average assumptions (Details)	9 Months Ended
	Sep. 30, 2025 $ / shares
STOCK-BASED COMPENSATION
Exercise price	$ 1.59
Expected term (years)	6 years
Expected stock price volatility	102.00%
Risk-free rate of interest	4.47%
Expected dividend rate	0.00%

NET LOSS PER SHARE - Anti-dilutive securities (Details) - shares	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
NET LOSS PER SHARE
Potentially dilutive securities	5,731,000	596,000
Employee Stock Option
NET LOSS PER SHARE
Potentially dilutive securities	700,000	596,000
Common stock purchase warrants
NET LOSS PER SHARE
Potentially dilutive securities	5,031,000

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024
Cash Flows from Operating Activities:
Net loss	$ (10,460,410)	$ (6,893,691)
Reconciliation of net loss to net cash used in operating activities:
Stock-based compensation	426,409	195,320
Changes in operating assets and liabilities:
Prepaid expenses and deposits	(643,007)	(178,148)
Other receivables	681,550	283,405
Related party payable	(1,382,185)	(426,217)
Accounts payable and accrued expenses	(89,307)	812,142
Deferred revenue	1,352,975
Net cash used in operating activities	(10,113,975)	(6,207,189)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock, net	9,863,883	36,902
Proceeds from exercise of warrants and stock options	605	58,501
Net cash provided by financing activities	9,864,488	95,403
Net decrease in cash, cash equivalents, and restricted cash	(249,487)	(6,111,786)
Cash, cash equivalents, and restricted cash at beginning of the period	19,192,440	15,111,450
Cash, cash equivalents, and restricted cash at end of the period	$ 18,942,953	$ 8,999,664

BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2025

BASIS OF PRESENTATION

BASIS OF PRESENTATION

NOTE 2: BASIS OF PRESENTATION

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

The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2025, or for any future interim period. The condensed consolidated balance sheet at December 31, 2024 has been derived from audited financial statements, however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024 and notes thereto included in the Company’s annual report on Form 10-K filed on March 31, 2025.

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	9 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Sep. 30, 2025	Dec. 31, 2024	Sep. 30, 2024	Dec. 31, 2023
SIGNIFICANT ACCOUNTING POLICIES
Cash at financial institutions	$ 1,800,000	$ 1,100,000
Restricted cash	1,352,975	0
Government agency securities	17,100,000	18,100,000
Cash, cash equivalents and restricted cash	18,942,953	19,192,440	$ 8,999,664	$ 15,111,450
Cash and cash equivalents	17,589,978	$ 19,192,440
Deferred revenue	1,352,975
Stock-based compensation expense	$ 300,000

STOCKHOLDERS' EQUITY - Common Stock Transactions (Details) - USD ($)			3 Months Ended		9 Months Ended
	Aug. 26, 2025	Jul. 21, 2025	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
STOCKHOLDERS' EQUITY
Proceeds from issuance of common stock, net					$ 9,863,883	$ 36,902
Issuance of common stock from exercise of stock options (in shares)						23,892
Issuance of common stock from exercise of stock options				$ 1,701		$ 58,501
Common Stock
STOCKHOLDERS' EQUITY
Number of shares issued (in shares)			5,358,292		5,358,292	8,178
Issuance of common stock from exercise of stock options (in shares)				795		23,892
Issuance of common stock from exercise of stock options				$ 1		$ 24
Market Offering \| Common Stock
STOCKHOLDERS' EQUITY
Number of shares issued (in shares)	3,734,217	1,624,075			5,358,292	8,178
Proceeds from issuance of common stock, net					$ 9,864,000	$ 37,000

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2025
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

STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2025

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 9: STOCK-BASED COMPENSATION

Stock Options

2025 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.

A summary of the Company’s stock option activity for the nine months ended September 30, 2025 is as follows:


						Weighted Average
						Remaining
		Weighted Average				Contractual
	Number of Shares	Exercise Price		Total Intrinsic Value		Life (in years)
Outstanding as of December 31, 2024	587,704	$	22.85	$	378,000	6.8
Granted	140,000		1.59		—	—
Canceled/Expired	(27,243)		35.09		—	—
Outstanding as of September 30, 2025	700,461	$	18.13	$	—	6.8
Options vested and exercisable	438,919	$	27.89	$	—	5.8

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 nine months ended September 30, 2025 were as follows:


	For the Nine Months
	Ended September 30, 2025
Exercise price	$	1.59
Expected term (years)		6.0
Expected stock price volatility		102	%
Risk-free rate of interest		4.47	%
Expected dividend rate		0	%

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


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Stock Compensation expenses:
Research and development	$	—	$	3,000	$	307,000	$	13,000
General and administrative		33,000		50,000		119,000		182,000
Total stock compensation expenses	$	33,000	$	53,000	$	426,000	$	195,000

During the nine months ended September 30, 2025, the Company recorded incremental stock-based compensation expense of $0.3 million pertaining to the modification of stock options in connection with certain consultants. The modification resulted in an acceleration of $0.3 million in compensation expense that was immediately recognized, and is reflected in operating expenses.

As of September 30, 2025, the total stock-based compensation cost related to unvested awards not yet recognized was $0.2 million. The expected weighted average period for compensation costs to be recognized was approximately 2.3 years. Future option grants will impact the compensation expense recognized.

STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 2025

STOCKHOLDERS' EQUITY

Summary of warrants outstanding


					Outstanding			Outstanding
		Exercise			as of			as of
		Price Per		Expiration	December 31,	New		September 30,
	Issue Date	Share		Date	2024	Issuance	Exercised	2025
Private placement warrants	December 2024	$	4.00	March 21, 2030	5,031,250	—	—	5,031,250
Pre-funded warrants	December 2024	$	0.001	March 21, 2030	3,247,445	—	(605,830)	2,641,615
					8,278,695	—	(605,830)	7,672,865

RELATED PARTY EXPENSES (Details) - USD ($)			3 Months Ended		9 Months Ended
RELATED PARTY EXPENSES (Details) - USD ($)	Mar. 27, 2025	Feb. 22, 2024	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024	Dec. 31, 2024
RELATED PARTY EXPENSES
Total related party expenses			$ 533,000	$ 1,235,000	$ 4,150,000	$ 3,077,000
Related party payable			328,315		328,315		$ 1,710,500
Gain (loss) on early termination of vendor agreement					(453,135)
Related party
RELATED PARTY EXPENSES
Related party payable			328,000		328,000		$ 1,711,000
Baylor College of Medicine
RELATED PARTY EXPENSES
Total related party expenses			447,000		2,935,000	6,000
Cell Ready
RELATED PARTY EXPENSES
Total related party expenses			69,000	$ 1,235,000	1,148,000	$ 3,071,000
Service and manufacturing costs			100,000		1,100,000
Paid invoices			0		2,600,000
Master Services Agreement		3 years
Gain (loss) on early termination of vendor agreement	$ 453,000
Wilson Wolf Manufacturing Corporation
RELATED PARTY EXPENSES
Total related party expenses			17,000		67,000
Paid invoices			0		100,000
Related party transaction			17,000		100,000
BCM
RELATED PARTY EXPENSES
Service and manufacturing costs			400,000		2,900,000
Paid invoices			4,000		2,700,000
Cell Ready \| Related party
RELATED PARTY EXPENSES
Related party payable			$ 300,000		$ 300,000

STOCK-BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2025

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 December 31, 2024	587,704	$	22.85	$	378,000	6.8
Granted	140,000		1.59		—	—
Canceled/Expired	(27,243)		35.09		—	—
Outstanding as of September 30, 2025	700,461	$	18.13	$	—	6.8
Options vested and exercisable	438,919	$	27.89	$	—	5.8

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


	For the Nine Months
	Ended September 30, 2025
Exercise price	$	1.59
Expected term (years)		6.0
Expected stock price volatility		102	%
Risk-free rate of interest		4.47	%
Expected dividend rate		0	%

Schedule of stock-based compensation expenses


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Stock Compensation expenses:
Research and development	$	—	$	3,000	$	307,000	$	13,000
General and administrative		33,000		50,000		119,000		182,000
Total stock compensation expenses	$	33,000	$	53,000	$	426,000	$	195,000

NET LOSS PER SHARE - Computation of loss per Share (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Numerator:
Net loss	$ (1,998,662)	$ (2,308,192)	$ (10,460,410)	$ (6,893,691)
Denominator:
Weighted average common shares outstanding, basic	16,757,678	8,923,170	13,960,791	8,914,487
Weighted average common shares outstanding, diluted	16,757,678	8,923,170	13,960,791	8,914,487
Net loss per share:
Loss from per share, basic (in dollars per share)	$ (0.12)	$ (0.26)	$ (0.75)	$ (0.77)
Loss from per share, diluted (in dollars per share)	$ (0.12)	$ (0.26)	$ (0.75)	$ (0.77)

- Definition

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

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+ Details

SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2025
SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation	Principles of Consolidation These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Marker Cell Therapy, Inc. and GeneMax Pharmaceuticals Inc. – a dormant subsidiary that wholly owns GeneMax Pharmaceuticals Canada, Inc. All significant intercompany balances and transactions are eliminated upon consolidation.
Use of Estimates	Use of Estimates Preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results may differ materially from those estimates. Management considers many factors in selecting appropriate financial accounting policies, controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: stock-based compensation expense and income taxes.
Cash, Cash Equivalents, Restricted Cash, and Credit Risk	Cash, Cash Equivalents, Restricted Cash, and Credit Risk The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash, cash equivalents, and restricted cash at September 30, 2025 consisted of cash and certificates of deposit in institutions in the United States. The Company maintains cash in accounts which are in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limits of $250,000. As of September 30, 2025, the Company had approximately $1.8 million in cash at financial institutions, including $1.4 million of restricted cash at financial institutions, and approximately $17.1 million in U.S. government agency securities, for aggregate cash, cash equivalents, and restricted cash of $18.9 million. As of December 31, 2024, the Company had approximately $1.1 million in cash at financial institutions and approximately $18.1 million in U.S. government agency securities, for aggregate cash and cash equivalents of $19.2 million. In the event cash is received from grants in advance of incurring qualifying costs, it is recorded as restricted cash and deferred revenue until it is earned and recorded to grant income. As of September 30, 2025, $1.4 million was recorded as restricted cash and deferred revenue on the Company’s condensed consolidated balance sheet.
Modification of Stock Options	Modification of Stock Options During the nine months ended September 30, 2025, the Company recorded incremental stock-based compensation expense of $0.3 million pertaining to the modification of stock options in connection with certain consultants. The modification provided for an acceleration of unvested options, resulting in $0.3 million in compensation expense that was immediately recognized, and is reflected in operating expenses.
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 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 product candidates. 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 Company’s summary of significant accounting policies as previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024 filed on March 31, 2025. 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.
Recently Issued Accounting Standards Not Yet Adopted	Recently Issued Accounting Standards Not Yet Adopted From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its consolidated financial position or results of operations upon adoption. 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. The Company does 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. Intangibles – Goodwill and Other (Topic 350): Internal-use Software In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other (Topic 350): Internal-use Software, which removes all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40 and requires the capitalization of software costs to begin when 1) management has authorized and committed to funding the software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended. This guidance will be effective for annual reporting periods 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 does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. This ASU excludes from derivative accounting non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties to the contract. This guidance will be effective for annual reporting periods and interim reporting periods beginning after December 15, 2026. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. U.S Tax Law Changes On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, introducing significant changes to U.S. tax law, including provisions related to bonus depreciation, interest expense limitations, and the treatment of domestic research and development expenditures. The Company is currently assessing the potential impact of these changes on its financial statements, including income tax provisions, deferred tax assets and liabilities, and related disclosures under ASC 740. Due to the complexity and scope of the legislation, management has not yet completed its evaluation and is unable to reasonably estimate the financial effects as of the reporting date. The Company will update its disclosures in future reporting periods as the analysis progresses and additional guidance becomes available.

- Definition

Disclosure of accounting policy for segment reporting.

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+ Details

- Definition

Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.

+ References

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+ Details

NET LOSS PER SHARE

9 Months Ended

Sep. 30, 2025

NET LOSS PER SHARE

NET LOSS PER SHARE

NOTE 5: NET LOSS PER SHARE

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

The following table sets forth the computation of net loss per share for the three and nine months ended September 30, 2025 and 2024, respectively:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Numerator:
Net loss	$	(1,998,662)	$	(2,308,192)	$	(10,460,410)	$	(6,893,691)

Denominator:
Weighted average common shares outstanding, basic		16,757,678		8,923,170		13,960,791		8,914,487
Weighted average common shares outstanding, diluted		16,757,678		8,923,170		13,960,791		8,914,487

Net loss per share:
Loss from per share, basic and diluted	$	(0.12)	$	(0.26)	$	(0.75)	$	(0.77)

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


	For the Nine Months Ended
	September 30,
	2025	2024
Common stock options	700,000	596,000
Common stock purchase warrants	5,031,000	—
Potentially dilutive securities	5,731,000	596,000

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

9 Months Ended

Sep. 30, 2025

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE

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


	September 30,		December 31,
	2025		2024
Accounts payable	$	951,000	$	1,066,000
Compensation and benefits		49,000		86,000
Professional fees		398,000		293,000
Related party payable		328,000		1,711,000
Tax fees		63,000		104,000
Other		204,000		204,000
Total accounts payable, accrued liabilities and related party payable	$	1,993,000	$	3,464,000

COMMITMENTS AND CONTINGENCIES (Detail) - USD ($) $ in Thousands	1 Months Ended			9 Months Ended
	Dec. 31, 2024	Aug. 31, 2021	Mar. 31, 2018	Sep. 30, 2025
Cancer Prevention and Research Institute of Texas
COMMITMENTS AND CONTINGENCIES
Grant income received	$ 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%

ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND RELATED PARTY PAYABLE

9 Months Ended

Sep. 30, 2025

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 September 30, 2025 and December 31, 2024, respectively:


	September 30,		December 31,
	2025		2024
Accounts payable	$	951,000	$	1,066,000
Compensation and benefits		49,000		86,000
Professional fees		398,000		293,000
Related party payable		328,000		1,711,000
Tax fees		63,000		104,000
Other		204,000		204,000
Total accounts payable, accrued liabilities and related party payable	$	1,993,000	$	3,464,000

The $0.3 million and $1.7 million related-party payable as of September 30, 2025 and December 31, 2024, respectively, reflect amounts for outsourced product development and manufacturing services. See Note 12: Related Party Transactions.

GRANT INCOME (Details) - USD ($)	1 Months Ended						3 Months Ended		9 Months Ended
GRANT INCOME (Details) - USD ($)	Dec. 31, 2024	Aug. 31, 2024	Jun. 30, 2024	May 31, 2023	Sep. 30, 2022	Aug. 31, 2021	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
GRANT INCOME
Restricted cash	$ 0						$ 1,352,975		$ 1,352,975
Revenue recognized							1,232,938	$ 1,926,020	2,443,225	$ 4,339,317
Deferred revenue							1,352,975		1,352,975
CPRIT Pancreatic
GRANT INCOME
Revenue recognized							0		200,000
CPRIT grant
GRANT INCOME
Receipt of product development research award						$ 13,100,000
Revenue recognized							200,000		700,000
Grants receivable - Current							600,000		600,000
Additional CPRIT grant
GRANT INCOME
Restricted cash							1,400,000		1,400,000
Revenue recognized							0		200,000
Grant income received	$ 9,500,000
Deferred revenue							1,400,000		1,400,000
FDA grant
GRANT INCOME
Revenue recognized							10,000.00		100,000
Grants receivable - Current							10,000.00		10,000.00
Grant income received					$ 2,000,000
SBIR grant
GRANT INCOME
Revenue recognized							200,000		300,000
Grants receivable - Current							200,000		200,000
Grant income received				$ 2,000,000
SBIR lymphoma grant
GRANT INCOME
Revenue recognized							600,000		600,000
Grants receivable - Current							600,000		600,000
Grant income received		$ 2,000,000
National Institutes of Health National - Cancer Institute Grant
GRANT INCOME
Revenue recognized							100,000		300,000
Grants receivable - Current							20,000.00		20,000.00
Grant income received			$ 2,000,000
Grant Assistance Term			2 years
SBIR pancreatic cancer grant
GRANT INCOME
Revenue recognized							200,000		200,000
Grants receivable - Current							$ 200,000		$ 200,000
Grant income received		$ 2,000,000

STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Feb. 12, 2025	Sep. 30, 2025
STOCK-BASED COMPENSATION
Incremental stock-based compensation expense in connection with the termination of certain employees		$ 0.3
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)		2 years 3 months 18 days
2025 Equity Incentive Awards \| 2020 Equity Incentive Plan
STOCK-BASED COMPENSATION
Exercise price of options granted	$ 1.59
2025 Equity Incentive Awards \| 2020 Equity Incentive Plan \| Employees
STOCK-BASED COMPENSATION
Number of options to purchase shares	50,000
2025 Equity Incentive Awards \| 2020 Equity Incentive Plan \| Non employee
STOCK-BASED COMPENSATION
Number of options to purchase shares	30,000

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,998,662)	$ (2,308,192)	$ (10,460,410)	$ (6,893,691)

- Definition

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

+ References

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
Beginning Balance at Dec. 31, 2023	$ 8,891	$ 450,329,515	$ (436,285,863)	$ 14,052,543
Beginning Balance, Shares at Dec. 31, 2023	8,891,420
Shares purchased pursuant to ATM agreement	$ 8	36,894		36,902
Shares purchased pursuant to ATM agreement (in shares)	8,178
Issuance of common stock from exercise of stock options	$ 24	58,477		$ 58,501
Issuance of common stock from exercise of stock options (in shares)	23,892			23,892
Stock-based compensation		195,320		$ 195,320
Net loss			(6,893,691)	(6,893,691)
Ending Balance at Sep. 30, 2024	$ 8,923	450,620,206	(443,179,554)	7,449,575
Ending Balance, Shares at Sep. 30, 2024	8,923,490
Beginning Balance at Jun. 30, 2024	$ 8,922	450,565,204	(440,871,362)	9,702,764
Beginning Balance, Shares at Jun. 30, 2024	8,922,695
Issuance of common stock from exercise of stock options	$ 1	1,700		1,701
Issuance of common stock from exercise of stock options (in shares)	795
Stock-based compensation		53,302		53,302
Net loss			(2,308,192)	(2,308,192)
Ending Balance at Sep. 30, 2024	$ 8,923	450,620,206	(443,179,554)	7,449,575
Ending Balance, Shares at Sep. 30, 2024	8,923,490
Beginning Balance at Dec. 31, 2024	$ 10,708	465,564,876	(447,017,178)	18,558,406
Beginning Balance, Shares at Dec. 31, 2024	10,709,005
Shares purchased pursuant to ATM agreement	$ 5,359	9,858,524		9,863,883
Shares purchased pursuant to ATM agreement (in shares)	5,358,292
Issuance of common stock from exercise of prefunded warrants	$ 605			605
Issuance of common stock from exercise of prefunded warrants (in shares)	605,830
Stock-based compensation		426,409		426,409
Net loss			(10,460,410)	(10,460,410)
Ending Balance at Sep. 30, 2025	$ 16,672	475,849,809	(457,477,588)	18,388,893
Ending Balance, Shares at Sep. 30, 2025	16,673,127
Beginning Balance at Jun. 30, 2025	$ 11,313	465,958,006	(455,478,926)	10,490,393
Beginning Balance, Shares at Jun. 30, 2025	11,314,835
Shares purchased pursuant to ATM agreement	$ 5,359	9,858,524		9,863,883
Shares purchased pursuant to ATM agreement (in shares)	5,358,292
Stock-based compensation		33,279		33,279
Net loss			(1,998,662)	(1,998,662)
Ending Balance at Sep. 30, 2025	$ 16,672	$ 475,849,809	$ (457,477,588)	$ 18,388,893
Ending Balance, Shares at Sep. 30, 2025	16,673,127

OTHER RECEIVABLE (Details) - USD ($)	3 Months Ended		9 Months Ended
OTHER RECEIVABLE (Details) - USD ($)	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
OTHER RECEIVABLE
Revenue recognized	$ 1,232,938	$ 1,926,020	$ 2,443,225	$ 4,339,317
CPRIT AML
OTHER RECEIVABLE
Revenue recognized	200,000		700,000
Grants receivable - Current	600,000		600,000
SBIR AML
OTHER RECEIVABLE
Revenue recognized	200,000		300,000
Grants receivable - Current	200,000		200,000
FDA grant
OTHER RECEIVABLE
Revenue recognized	10,000.00		100,000
Grants receivable - Current	10,000.00		10,000.00
National Institutes of Health National - Cancer Institute Grant
OTHER RECEIVABLE
Revenue recognized	100,000		300,000
Grants receivable - Current	20,000.00		20,000.00
SBIR lymphoma grant
OTHER RECEIVABLE
Revenue recognized	600,000		600,000
Grants receivable - Current	600,000		600,000
SBIR pancreatic cancer grant
OTHER RECEIVABLE
Revenue recognized	200,000		200,000
Grants receivable - Current	$ 200,000		$ 200,000

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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+ Details

NATURE OF OPERATIONS

9 Months Ended

Sep. 30, 2025

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 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, or tumor targets. MAR-T cells are designed to detect and kill tumor cells expressing those targets to produce a broad spectrum anti-tumor activity. The Company was incorporated in Nevada in 1992 and reincorporated in Delaware in October 2018.

Currently, the Baylor College of Medicine (“BCM”) supplies the Company with MT-601, the Company’s lead Multi-Antigen Recognizing (MAR)-T cell therapy in anticipation of the commencement of the Company’s larger pivotal trial for Lymphoma.

On June 16, 2025, the Company entered into a Statement of Work (the “SOW”) with Cellipont Bioservices (“Cellipont”), a leading cell therapy Contract Development and Manufacturing Organization (“CDMO”), for the manufacturing of MT-601. Pursuant to the SOW, Cellipont will provide technology transfer and cGMP manufacturing services to support the scale-up and production of MT-601 for the Company’s APOLLO study.

RELATED PARTY EXPENSES

9 Months Ended

Sep. 30, 2025

RELATED PARTY EXPENSES

RELATED PARTY EXPENSES

NOTE 12: RELATED PARTY EXPENSES

The following table sets forth related party transaction expenses recorded for the three and nine months ended September 30, 2025 and 2024, respectively.


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Baylor College of Medicine	$	447,000	$	—	$	2,935,000	$	6,000
Cell Ready		69,000		1,235,000		1,148,000		3,071,000
Wilson Wolf Manufacturing Corporation		17,000		—		67,000		—
Total Research and development	$	533,000	$	1,235,000	$	4,150,000	$	3,077,000

$0.3 million of related party transactions are included in accounts payable and accrued liabilities as of September 30, 2025. 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. On April 1, 2025, the Company sighed Amendment #1 to the Sponsored Research and Product Development Agreement with BCM to perform research on “Controlling Tumor Immune Escape in Pancreatic Cancer using a Dual T-Cell Product Strategy.”

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

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

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

The Company has also entered into a Clinical Site Agreement and Laboratory Service Agreement with BCM, pursuant to which BCM conducts clinical trials for the Company and testing of Marker’s product candidates to develop an optimized potency assay.

BCM is also a shareholder of the Company’s common stock.

During the three and nine months ended September 30, 2025, the Company incurred $0.4 million and $2.9 million in expenses related to services and manufacturing costs and paid BCM approximately $4,000 and $2.7 million for invoices received, respectively.

Purchases from Wilson Wolf

In 2024, the Company utilized Wilson Wolf for the purchases of cell culture devices. Mr. John Wilson is a former director of the Company and is serving as the CEO of Wilson Wolf Manufacturing Corporation.

During the three and nine months ended September 30, 2025, the Company incurred approximately $17,000 and $0.1 million respectively, in expenses related to cell culture devices and paid Wilson Wolf approximately nil and $0.1 million respectively, for invoices received.

Purchases from Cell Ready, LLC

The Company has utilized Cell Ready, LLC for clinical manufacturing supply and product development. On February 22, 2024, the Company 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, Mr. John Wilson, is a contract development and manufacturing organization (“CDMO”). During the three and nine months ended September 30, 2025, the Company incurred $0.1 million and $1.1 million in expenses related to services and manufacturing costs, respectively, and paid nil and $2.6 million for invoices received, respectively.

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 the Company and Cell Ready.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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+ Details

LIQUIDITY AND FINANCIAL CONDITION

9 Months Ended

Sep. 30, 2025

LIQUIDITY AND FINANCIAL CONDITION

LIQUIDITY AND FINANCIAL CONDITION

NOTE 3: LIQUIDITY AND FINANCIAL CONDITION

As of September 30, 2025, the Company had cash, cash equivalents, and restricted cash of approximately $18.9 million. The Company’s activities since inception have consisted principally of acquiring product and technology rights, raising capital, and performing research and development. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent on future events, including, among other things, its ability to access potential markets; secure financing; successfully progress its product candidates through preclinical and clinical development; obtain regulatory approval of one or more of its product candidates; maintain and enforce intellectual property rights; develop a customer base; attract, retain and motivate qualified personnel; and develop strategic alliances and collaborations. From inception, the Company has been funded by a combination of equity and debt financings and grants.

In November 2024, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co. LLC, relating to the sale of shares of its common stock , from time to time, through H.C. Wainwright & Co. LLC 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. 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 is entitled to compensation under the ATM Agreement at a commission rate equal to 3.0% of the gross sales price per share sold under the ATM Agreement. Recently, between July 17 and 21, 2025, the Company sold 1,624,075 shares of common stock pursuant to the ATM Agreement for net proceeds of $4.5 million, after deducting agent commissions, at an average price of $2.87 per share. On August 26, 2025, the Company sold an additional 3,734,217 shares of common stock pursuant to the ATM Agreement with H.C. Wainwright & Co., LLC for net proceeds of $5.4 million, after deducting agent commissions, at an average price of $1.48 per share.

In August 2021, the Company received notice of a Product Development Research award totaling approximately $13.1 million from the Cancer Prevention and Research Institute of Texas (“CPRIT”) to support the Company’s clinical investigation of MT-401 as an Off - the - Shelf (“OTS”) product in patients with Acute Myeloid Leukemia (“AML”) (the “CPRIT AML Grant”). Through the date of this filing, the Company has received $11.8 million of funds from the CPRIT AML Grant. The Company recorded $0.2 million and $0.7 million of grant income related to the CPRIT AML Grant as revenue for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, the Company’s grant income receivable balance for this grant was $0.6 million, which represented grant income earned in advance of funds to be received from CPRIT.

In September 2022, the Company received notice from the U.S. Food and Drug Administration (the “FDA”) that it had awarded the Company a $2.0 million grant from the FDA’s Orphan Products Grant program to support the Company’s clinical investigation of MT-401 for the treatment of post-transplant AML (the “FDA Grant”). Through the date of this filing, the Company has received $1.2 million from the FDA Grant. The Company recorded approximately $0.01 million and $0.1 million of grant income related to the FDA Grant as revenue for the three and nine months ended September 30, 2025, respectively, and as of September 30, 2025, the Company had approximately $0.01 million in grant income receivable balance for this grant.

In May 2023, the Company received notice of a $2.0 million grant from the National Institutes of Health (“NIH”) 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 (the “SBIR AML Grant”). Through the date of this filing, the Company has received $1.5 million from SBIR. The Company recorded $0.2 million and $0.3 million of grant income related to the SBIR AML Grant as revenue for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, the Company’s grant income receivable balance for this grant was $0.2 million which represented grant income earned in advance of funds to be received from the SBIR.

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 NIH SBIR program to support control over tumor immune escape in pancreatic cancer using a dual T cell product strategy (the “Decoy Grant”). Through the date of this filing, the Company has received approximately $0.3 million from NIH for this grant. The Company recorded $0.1 million and $0.3 million of grant income related to the Decoy Grant as revenue during the three and nine months ended September 30, 2025, respectively, and as of September 30, 2025, the Company’s grant income receivable balance for this grant was approximately $0.02 million.

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 (the “SBIR NHL Grant”). Through the date of this filing, the Company has received $1.2 million of funds from this grant. The Company recorded $0.6 million of grant income related to the SBIR NHL Grant as revenue for the three and nine months ended September 30, 2025, and as of September 30, 2025, the Company’s grant income receivable balance for this grant was $0.6 million.

In August 2024, the Company received another $2.0 million grant from the NIH SBIR program to support the advancement of MT-601 in patients with pancreatic cancer (the “PANACEA Grant”). Through the date of this filing, the Company has received approximately $0.2 million from NIH for this grant. The Company recorded approximately $0.2 million of grant income related to the PANACEA Grant as revenue during the three and nine months ended September 30, 2025, and as of September 30, 2025, the Company’s grant income receivable balance for this grant was approximately $0.2 million.

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 (the “CPRIT Pancreatic Grant”). Through the date of this filing, the Company has received $1.5 million of funds from this grant. The Company recorded nil and $0.2 million of grant income related to this grant as revenue during the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, $1.4 million was recorded as restricted cash and deferred revenue on the Company’s condensed consolidated balance sheet.

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. The transaction closed on December 23, 2024, with net proceeds from the sale of securities in the Private Placement of 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 were not exercisable until the Company obtained shareholder approval, which was received on March 21, 2025.

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, cash equivalents, and restricted cash as of September 30, 2025, and taking into consideration the net proceeds received in July and August of 2025 through the sale of Common Stock pursuant to its ATM Agreement with H.C. Wainwright & Co., LLC (see Note 13), the Company anticipates that it will be able to fund its operating expenses and capital expenditure requirements through the third quarter of 2026, assuming no additional grant funds are received, either from new grants or from existing awarded grants. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

Management is considering raising additional capital through the issuance of securities and intends to apply for additional grant funds, which could enable the Company to fund its operating expenses and capital expenditure requirements beyond the third 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, of which there can be no assurances.

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 unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company’s financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

In addition to the foregoing, 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.

STOCKHOLDERS' EQUITY - Warrant Summary (Details)	9 Months Ended
STOCKHOLDERS' EQUITY - Warrant Summary (Details)	Sep. 30, 2025 $ / shares shares
STOCKHOLDERS' EQUITY
Outstanding at the beginning	8,278,695
New Issuance	0
Exercised	(605,830)
Outstanding at the end	7,672,865
Private placement warrants
STOCKHOLDERS' EQUITY
Exercise Price Per Share \| $ / shares	$ 4
Expiration Date	Mar. 21, 2030
Outstanding at the beginning	5,031,250
New Issuance	0
Exercised	0
Outstanding at the end	5,031,250
Pre-funded warrants
STOCKHOLDERS' EQUITY
Exercise Price Per Share \| $ / shares	$ 0.001
Expiration Date	Mar. 21, 2030
Outstanding at the beginning	3,247,445
New Issuance	0
Exercised	(605,830)
Outstanding at the end	2,641,615

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2025	Sep. 30, 2024
Revenues:
Total revenues	$ 1,232,938	$ 1,926,020	$ 2,443,225	$ 4,339,317
Operating expenses:
Research and development	2,345,843	3,471,216	9,658,322	8,381,661
General and administrative	1,023,821	854,677	3,338,200	3,214,611
Loss on early termination of vendor agreement			453,135
Total operating expenses	3,369,664	4,325,893	13,449,657	11,596,272
Loss from operations	(2,136,726)	(2,399,873)	(11,006,432)	(7,256,955)
Other income:
Interest income	138,064	91,681	428,578	363,264
Other income			117,444
Net loss	$ (1,998,662)	$ (2,308,192)	$ (10,460,410)	$ (6,893,691)
Net loss per share:
Net loss per share, basic (in dollars per share)	$ (0.12)	$ (0.26)	$ (0.75)	$ (0.77)
Net loss per share, diluted (in dollars per share)	$ (0.12)	$ (0.26)	$ (0.75)	$ (0.77)
Weighted average number of common shares outstanding:
Weighted average number of common shares outstanding, basic (in shares)	16,757,678	8,923,170	13,960,791	8,914,487
Weighted average number of common shares outstanding, diluted (in shares)	16,757,678	8,923,170	13,960,791	8,914,487
Grant income
Revenues:
Total revenues	$ 1,232,938	$ 1,926,020	$ 2,443,225	$ 4,339,317

NET LOSS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2025

NET LOSS PER SHARE

Schedule of computation of net loss per share


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Numerator:
Net loss	$	(1,998,662)	$	(2,308,192)	$	(10,460,410)	$	(6,893,691)

Denominator:
Weighted average common shares outstanding, basic		16,757,678		8,923,170		13,960,791		8,914,487
Weighted average common shares outstanding, diluted		16,757,678		8,923,170		13,960,791		8,914,487

Net loss per share:
Loss from per share, basic and diluted	$	(0.12)	$	(0.26)	$	(0.75)	$	(0.77)

Schedule of anti-dilutive securities


	For the Nine Months Ended
	September 30,
	2025	2024
Common stock options	700,000	596,000
Common stock purchase warrants	5,031,000	—
Potentially dilutive securities	5,731,000	596,000

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2025	Nov. 06, 2025
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2025
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, TMC Partners Office 1.311
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77021
City Area Code	713
Local Phone Number	400-6400
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MRKR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		16,673,127
Entity Central Index Key	0001094038
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q3
Amendment Flag	false

OTHER RECEIVABLE

9 Months Ended

Sep. 30, 2025

OTHER RECEIVABLE

OTHER RECEIVABLE

NOTE 6: OTHER RECEIVABLE

Qualifying grant income earned in advance of cash received from grants is recognized as revenue and recorded as other receivable. The Company recorded $0.2 million and $0.7 million of grant income related to the CPRIT AML Grant for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, the Company’s grant income receivable balance for this grant was $0.6 million.

The Company recorded $0.2 million and $0.3 million of grant income related to the SBIR AML Grant as revenue for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, the Company’s grant income receivable balance for this grant was $0.2 million, which represented grant income earned in advance of funds to be received from the SBIR.

The Company recorded approximately $0.01 million and $0.1 million of grant income related to the FDA Grant as revenue for the three and nine months ended September 30, 2025, respectively. As of September 30, 2025, the Company’s grant income receivable balance for this grant was approximately $0.01 million.

The Company recorded approximately $0.1 million and $0.3 million of grant income related to the Decoy Grant as revenue during the three and nine months ended September 30, 2025, respectively, and as of September 30, 2025, the Company’s grant income receivable balance for this grant was approximately $0.02 million.

The Company recorded $0.6 million of grant income related to the SBIR NHL Grant as revenue during the three and nine months ended September 30, 2025, and as of September 30, 2025, the Company’s grant income receivable balance for this grant was approximately $0.6 million.

The Company recorded approximately $0.2 million of grant income related to the PANACEA Grant as revenue during the three and nine months ended September 30, 2025, and as of September 30, 2025, the Company’s grant income receivable balance for this grant was $0.2 million.

RELATED PARTY EXPENSES (Tables)

9 Months Ended

Sep. 30, 2025

RELATED PARTY EXPENSES


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Baylor College of Medicine	$	447,000	$	—	$	2,935,000	$	6,000
Cell Ready		69,000		1,235,000		1,148,000		3,071,000
Wilson Wolf Manufacturing Corporation		17,000		—		67,000		—
Total Research and development	$	533,000	$	1,235,000	$	4,150,000	$	3,077,000

STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2025

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 8: STOCKHOLDERS’ EQUITY

Common Stock Transactions

Issuance of Common Stock Pursuant to ATM Agreement

During the nine months ended September 30, 2025, the Company sold 5,358,292 shares of its common stock under the ATM Agreement for gross proceeds of $9,864,000.

During the nine months ended September 30, 2024, the Company sold 8,178 shares of its common stock under its prior ATM Agreement with Cantor Fitzgerald & Co. and RBC Capital Markets, LLC 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.

Exercise of Stock Options

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

Warrant Summary

The following table summarizes the total warrants outstanding at September 30, 2025:


					Outstanding			Outstanding
		Exercise			as of			as of
		Price Per		Expiration	December 31,	New		September 30,
	Issue Date	Share		Date	2024	Issuance	Exercised	2025
Private placement warrants	December 2024	$	4.00	March 21, 2030	5,031,250	—	—	5,031,250
Pre-funded warrants	December 2024	$	0.001	March 21, 2030	3,247,445	—	(605,830)	2,641,615
					8,278,695	—	(605,830)	7,672,865

- Definition

The entire disclosure for equity.

+ References

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+ Details