Marker Therapeutics Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year EndedDecember 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _______________ to ______________. Commission File Number:001-37939 MARKER THERAPEUTICS,INC.(Exact name of registrant as specified in its charter) 77021(Zip code) (Telephone Number) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section12(b)of the Act: Securities registered pursuant to Section12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 of Section15(d)of the Act. Yes☐No☒Indicate by check mark whether the registrant (1)filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐ 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 revisedfinancial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by checkmark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June30, 2024 (the last day of the registrant’s most recently completed second fiscal quarter) based on the closing sale price of $5.43 as reported on the Nasdaq Capital Market as of that date was approximately$48,450,000.The registrant had10,709,005shares of common stock outstanding as of March 18, 2025. Documents Incorporated By ReferencePortions of the registrant’s proxy statement relating to registrant’s 2024 Annual Meeting of Stockholders (the “Proxy Statement”) to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, not later than 120days after the close of the registrant’s fiscalyear, are incorporated by reference in PartIII of thisAnnual Report on Form10-K. Except with respect to information specifically incorporated by reference in this Annual Report on Form10-K, the Proxy Statement is notdeemed to be filed as part of this Annual Report on Form10-K. TABLE OF CONTENTS FORWARDLOOKINGSTATEMENTS iiPart IItem 1.Business1Item 1A.Risk Factors28Item 1B.Unresolved Staff Comments66Item 1C.Cybersecurity66Item 2.Properties67Item 3.Legal Proceedings67Item 4.Mine Safety Disclosure67Part IIItem 5.Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer PurchasesOf Equity Securities68Item 6.[Reserved]69Item 7.Management’s Discussion And Analysis Of Financial Condition And Results Of Operations69Item 7A.Quantitative And Qualitative Disclosures About Market Risk82Item 8.Financial Statements82Item 9.Changes In And Disagreements With Accountants On Accounting And Financial Disclosure82Item 9A.Controls And Procedures82Item 9B.Other Information83Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections84Part IIIItem 10.Directors, Executive Officers And Corporate Governance85Item 11.Executive Compensation85Item 12.Security Ownership Of Certain Beneficial Owners And Management And Related StockholderMatters85Item 13.Certain Relationships And Related Transactions, And Director Ind