Marker Therapeutics Inc 2025年度报告

MARKER THERAPEUTICS, INC. Delaware(State or other jurisdiction ofincorporation)2450 Holcombe Blvd, TMC Partners Office 1.311Houston, Texas(Address of principal executive offices) 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.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ 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 the correction 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 the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2025 (the last day of the registrant’s most recently completed second fiscal quarter) based on the closing sale price of $1.53 asreported on the Nasdaq Capital Market as of that date was approximately $17,312,000.The registrant had 16,673,127 shares of common stock outstanding as of March 16, 2026. TABLE OF CONTENTS FORWARD LOOKING STATEMENTS Part I BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosure Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities[Reserved]Management’s Discussion And Analysis Of Financial Condition And Results Of OperationsQuantitative And Qualitative Disclosures About Market RiskFinancial StatementsChanges In And Disagreements With Accountants On Accounting And Financial DisclosureControls And ProceduresOther InformationDisclosure Regarding Foreign Jurisdictions that Prevent Inspections Directors, Executive Officers And Corporate GovernanceExecutive CompensationSecurity Ownership Of Certain Beneficial Owners And Management And Related Stockholder MattersCertain Relationships And Related Transactions, And Director IndependencePrincipal Accounting Fees And Services Exhibits, Financial Statement SchedulesForm 10-K SummarySignatures CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This annual report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve substantial risks anduncertainties. The forward-looking statements are contained principally in Part I, Item 1: “Business,” Part I, Item 1A: “Risk Factors,” and Part 2, Item 7: “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” but are also contained elsewhere in this annual report. Any statements contained herein that arenot statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”,“will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparableterminology. These statements speak only as of the date of this Annual Report and involve known and unknown risks, uncertainties and other important factors that maycause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that webelieve may affect our business, financial condition and results of operations. Forward-looking statements in this annual report include statements as to: ●our ability to continue as a going concern;●the timing, progress and results of clinical trials of multi antigen recognizing (“MAR”)-T cell therapies (formerly known as multi-tumor associated antigen-specificT cells, or multiTAA) and our other product candidates, including statements regarding the timing of initiation and completion of preclinical studies or clinical trialsor related preparatory work, the period during which the results of the trials will become available and our research and development programs;●the timing of any submission of filings for regulatory approval of product candidates and our ability to obtain and maintain regulatory approvals for productcandidates for any indication;●our ability to successfully commercialize produ