Marker Therapeutics, Inc 10-Q for FY2023 Q1

Marker Therapeutics, Inc. (MRKR)

10-Q 2023-05-15 For: 2023-03-31

Added on April 08, 2026

About this 10-Q

Marker Therapeutics, Inc filed this 10-Q on May 15, 2023, covering the quarter ended March 31, 2023 (FY2023 Q1).

Headline figures

Quarter ended March 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $4.73M; up 390.9% from $964.32K a year earlier
Net loss: $4.97M; compared with a net loss of $9.91M a year earlier
Diluted EPS: -$0.57; compared with -$1.19 a year earlier

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DELAWARE		45-4497941
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



4551 Kennedy Commerce Drive Houston, Texas		77032
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MRKR	The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐


		Page

PART I – FINANCIAL INFORMATION		1

Item 1.	Financial Statements (Unaudited)	1

	Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	1

	Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022	2

	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2023 and 2022	3

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022	4

	Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	23

Item 4.	Controls and Procedures.	23

PART II – OTHER INFORMATION		24

Item 1.	Legal Proceedings.	24

Item 1A.	Risk Factors.	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	25

Item 3.	Defaults Upon Senior Securities.	25

Item 4.	Mine Safety Disclosure.	25

Item 5.	Other Information.	26

Item 6.	Exhibits.	27

Signatures		29


	March 31,		December 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	6,401,243	$	11,782,172
Prepaid expenses and deposits		2,428,743		2,435,079
Related party receivable		1,000,000		—
Other receivables		1,082,886		2,402,004
Total current assets		10,912,872		16,619,255
Non-current assets:
Property, plant and equipment, net		11,701,907		12,323,143
Right-of-use assets, net		5,326,268		5,479,786
Total non-current assets		17,028,175		17,802,929

Total assets	$	27,941,047	$	34,422,184

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	4,538,966	$	4,704,611
Related party deferred revenue		—		2,500,000
Lease liability		665,082		577,198
Total current liabilities		5,204,048		7,781,809
Non-current liabilities:
Lease liability, net of current portion		6,823,651		7,039,338
Total non-current liabilities		6,823,651		7,039,338

Total liabilities		12,027,699		14,821,147

Stockholders’ equity:
Preferred stock - $0.001 par value, 5 million shares authorized and 0 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively		—		—
Common stock, $0.001 par value, 30 million shares authorized, 8.8 million and 8.4 million shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		8,799		8,406
Additional paid-in capital		448,921,174		447,641,680
Accumulated deficit		(433,016,625)		(428,049,049)
Total stockholders’ equity		15,913,348		19,601,037

Total liabilities and stockholders’ equity	$	27,941,047	$	34,422,184


	For the Three Months Ended
	March 31,
	2023		2022
Revenues:
Grant income	$	1,234,336	$	964,322
Related partry service revenue		3,500,000		—
Total revenues		4,734,336		964,322
Operating expenses:
Research and development		7,270,742		7,026,066
General and administrative		2,515,824		3,733,001
Total operating expenses		9,786,566		10,759,067
Loss from operations		(5,052,230)		(9,794,745)
Other income (expenses):
Arbitration settlement		—		(118,880)
Interest income		84,654		3,117
Net loss	$	(4,967,576)	$	(9,910,508)

Net loss per share, basic and diluted	$	(0.57)	$	(1.19)
Weighted average number of common shares outstanding, basic and diluted		8,721,031		8,310,765


	For the Three Months Ended March 31, 2023
								Total
	Common Stock			Additional Paid-		Accumulated		Stockholders’
	Shares	Par value		in Capital		Deficit		Equity
Balance at January 1, 2023	8,405,771	$	8,406	$	447,641,680	$	(428,049,049)	$	19,601,037
Issuance of common stock for cash	212,761		213		619,761		—		619,974
Issuance of common stock as commitment fee for future financing	180,410		180		(180)		—		—
Stock-based compensation	—		—		659,913		—		659,913
Net loss	—		—		—		(4,967,576)		(4,967,576)
Fractional shares adjustment due to reverse split	(113)		—		—		—		—
Balance at March 31, 2023	8,798,829		8,799		448,921,174		(433,016,625)		15,913,348


	For the Three Months Ended
	March 31, 2023
	2023		2022
Cash Flows from Operating Activities:
Net loss	$	(4,967,576)	$	(9,910,508)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization		818,216		576,331
Stock-based compensation		659,913		1,630,677
Amortization on right-of-use assets		153,518		257,889
Changes in operating assets and liabilities:
Prepaid expenses and deposits		6,336		288,409
Related party receivable		(1,000,000)		—
Other receivables		1,319,118		(1,948)
Accounts payable and accrued expenses		(250,017)		(3,953,976)
Related party deferred revenue		(2,500,000)		—
Deferred revenue		—		(964,322)
Lease liability		(127,803)		(148,614)
Net cash used in operating activities		(5,888,295)		(12,226,062)
Cash Flows from Investing Activities:
Purchase of property and equipment		(112,608)		(826,583)
Purchase of construction in progress		—		(1,625,605)
Net cash used in investing activities		(112,608)		(2,452,188)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock, net		619,974		—
Net cash provided by financing activities		619,974		—
Net decrease in cash and cash equivalents		(5,380,929)		(14,678,250)

Cash and cash equivalents at beginning of the period		11,782,172		43,497,331
Cash and cash equivalents at end of the period	$	6,401,243	$	28,819,081


		March 31,		December 31,
	Estimated Useful Lives	2023		2022
Lab and manufacturing equipment	5 Years	$	12,020,000	$	11,824,000
Computers, equipment and software	3-5 Years		900,000		899,000
Office furniture	5 Years		924,000		924,000
Leasehold improvements	Lesser of lease term or estimated useful life		3,950,000		3,950,000
Total			17,794,000		17,597,000
Less: accumulated depreciation			(6,092,000)		(5,274,000)
Total fixed assets, net		$	11,702,000	$	12,323,000


Nine months ending December 31, 2023		751,000
Year ending December 31, 2024		1,254,000
Year ending December 31, 2025		1,290,000
Year ending December 31, 2026		1,177,000
Year ending December 31, 2027		1,163,000
Thereafter		3,590,000
Total		9,225,000
Less present value discount		(1,736,000)
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2023	$	7,489,000


				Weighted Average
	Number of	Weighted Average		Remaining Contractual	Total Intrinsic
	Warrants	Exercise Price		Life (in years)	Value
Balance - January 1, 2023	1,848,000	$	44.51	0.79	$	—
Expired or cancelled	—		—	—		—
Balance - March 31, 2023	1,848,000	$	44.51	0.55	$	—


						Weighted Average
						Remaining
		Weighted Average				Contractual
	Number of Shares	Exercise Price		Total Intrinsic Value		Life (in years)
Outstanding as of January 1, 2023	886,173	$	42.90	$	—	7.3
Granted	411,532		2.15		—	9.9
Canceled/Expired	(1,000)		—		—	—
Outstanding as of March 31, 2023	1,296,705	$	29.98	$	—	8.0
Options vested and exercisable	604,335	$	56.39	$	—	6.5


	For the Three Months Ended
	March 31, 2023
Exercise price	$	2.15
Expected term (years)		6.0
Expected stock price volatility		90	%
Risk-free rate of interest		4	%
Expected dividend rate		0	%

	/s/ Juan Vera
	Juan Vera
	President, Chief Executive Officer and Principal Executive Officer

	/s/ Michael J. Loiacono
	Michael J. Loiacono
	Chief Accounting Officer and Principal Financial and Accounting Officer

(713) 400-6400
(Issuer’s telephone number)


	March 31,		December 31,
	2023		2022
Accounts payable	$	2,863,000	$	1,612,000
Compensation and benefits		454,000		1,779,000
Process development expenses		329,000		342,000
Professional fees		598,000		558,000
Arbitration settlement fees		—		114,000
Other		295,000		300,000
Total accounts payable and accrued liabilities	$	4,539,000	$	4,705,000


	For the Three Months Ended
	March 31,
	2023		2022
Baylor College of Medicine	$	11,000	$	856,000
Bio-Techne Corporation		—		101,000
Wilson Wolf Manufacturing Corporation		204,000		55,000
Total Research and development	$	215,000	$	1,012,000


Sincerely,

By:	/s/ Michael Loiacono
	Michael Loiacono
	Chief Accounting Officer


I HAVE READ, UNDERSTAND AND AGREE FULLY TO THE FOREGOING AGREEMENT:

/s/ Peter L. Hoang
Peter L. Hoang

April 27, 2023
Date

If to Buyer, to:	Cell Ready, LLC
	Attn: John R. Wilson
	2100 Old Highway 8
	New Brighton, Minnesota 55112

With a copy to:	Winthrop & Weinstine, P.A.
	Attn: Mark R. Gleeman
	225 South Sixth Street, Suite 3500
	Minneapolis, Minnesota 55402

If to Seller, to:	Marker Therapeutics, Inc.
	Attn: Juan Vera
	4551 Kennedy Commerce Drive
	Houston, Texas 77032


CELL READY, LLC		MARKER THERAPEUTICS, INC.

By:	/s/ John Wilson	By:	/s/ Juan Vera
	John Wilson		Juan Vera
	Chief Executive Officer		Chief Executive Officer

Date:	May 15, 2023

/s/ Juan Vera
By:	Juan Vera
Title:	Chief Executive Officer (Principal Executive Officer)

Date:	May 15, 2023

/s/ Michael J. Loiacono
By:	Michael J. Loiacono
Title:	Chief Accounting Officer (Principal Financial and Accounting Officer)