UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

⌧ Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended June 30, 2021

◻ Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _____ to _____.

Commission File Number: 001-37939

MARKER THERAPEUTICS, INC.

(Name of registrant in its charter)


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


3200 Southwest Freeway, Suite 2500 Houston, Texas		77027
(Address of principal executive offices)		(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (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 90 days. Yes ⌧ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “accelerated filer”, “large accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange 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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧

As of August 3, 2021, the Company had 83,078,675 shares of common stock issued and outstanding.

Table of Contents

Table of Contents


		Page

PART I – FINANCIAL INFORMATION		1

Item 1.	Financial Statements (Unaudited)	1

	Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020	1

	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020	2

	Condensed Consolidated Statement of Stockholders' Equity for the three and six months ended June 30, 2021 and 2020	3

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020	4

	Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	22

Item 4.	Controls and Procedures.	22

PART II – OTHER INFORMATION		23

Item 1.	Legal Proceedings.	23

Item 1A.	Risk Factors.	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	23

Item 3.	Defaults Upon Senior Securities.	23

Item 4.	Mine Safety Disclosure.	23

Item 5.	Other Information.	23

Item 6.	Exhibits.	24

Signatures		25

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MARKER THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	June 30,		December 31,
	2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	57,221,434	$	21,352,382
Prepaid expenses and deposits		2,801,800		2,057,924
Other receivables		286		1,000,559
Total current assets		60,023,520		24,410,865
Non-current assets:
Property, plant and equipment, net		10,107,579		3,570,736
Construction in progress		—		6,789,098
Right-of-use assets, net		10,339,884		10,844,116
Total non-current assets		20,447,463		21,203,950

Total assets	$	80,470,983	$	45,614,815

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	5,100,943	$	6,013,010
Lease liability		558,657		388,792
Total current liabilities		5,659,600		6,401,802
Non-current liabilities:
Lease liability, net of current portion		11,568,072		11,868,440
Total non-current liabilities		11,568,072		11,868,440

Total liabilities		17,227,672		18,270,242

Commitments and contingencies (see Note 10)		—		—

Stockholders' equity:
Preferred stock - $0.001 par value, 5 million shares authorized and 0 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		—		—
Common stock, $0.001 par value, 150 million shares authorized, 83.1 million and 50.7 million shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		83,079		50,731
Additional paid-in capital		439,085,948		383,533,326
Accumulated deficit		(375,925,716)		(356,239,484)
Total stockholders' equity		63,243,311		27,344,573

Total liabilities and stockholders' equity	$	80,470,983	$	45,614,815

See accompanying notes to these unaudited condensed consolidated financial statements.

Table of Contents

MARKER THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

SEC Form 10-Q filed by Marker Therapeutics, Inc.