MRKR 8-K
Marker Therapeutics, Inc. (MRKR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On March 21, 2025, the Company held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the stockholders considered one proposal, which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on February 4, 2025. Of the 10,709,005 shares outstanding as of the record date, 4,158,543 shares, or 38.83%, were present virtually or represented by proxy at the Special Meeting. Set forth below are the results of the matter submitted for a vote of stockholders at the Special Meeting.
Proposal 1: Approval, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of the shares issuable upon exercise of (i) Series A Warrants to acquire 5,031,250 shares of Common Stock (the “Private Placement Warrants”) and (ii) Series B Warrants to acquire 3,247,445 shares of Common Stock (the “Pre-Funded Warrants”).
For Proposal 1, the votes were cast as follows:
| Votes For | Votes Against | Abstained | ||||||||||
| Issuance of Private Placement and Pre-Funded Warrants | 3,483,897 | 668,383 | 6,263 | |||||||||
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Marker Therapeutics, Inc. | ||
| Dated: March 27, 2025 | By: | /s/ Juan Vera |
| Juan Vera | ||
| President and Chief Executive Officer | ||