Annual report
Page 1
Table of Contents ☑ ☐ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO 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 MARKER THERAPEUTICS , INC . Delaware ( Exact name of registrant as specified in its charter ) ( State or other jurisdiction of incorporation ) 3200 Southwest Freeway , Suite 2500 Houston , Texas ( Address of principal executive offices ) 45-4497941 ( IRS Employer Identification No. ) 77027 ( Zip code ) ( 713 ) 400-6400 ( Telephone Number ) Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common Stock , par value $ 0.001 per share Securities registered pursuant to Section 12 ( g ) of the Act : None Trading Symbol ( s ) MRKR Name of each exchange on which registered The Nasdaq Stock Market LLC Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes □ No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of Section 15 ( d ) of the Act . Yes □ No Indicate by check mark whether the registrant ( 1 ) filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 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 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 the Exchange Act . Large accelerated filer Non - accelerated filer 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 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 the registered public accounting firm that prepared or issued its audit report . Indicate by checkmark whether the registrant is a shell company ( as defined in Rule 12b - 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 June 30 , 2020 ( the last day of the registrant's most recently completed second fiscal quarter ) based on the closing sale price of $ 2.07 as reported on the Nasdaq Capital Market as of that date was approximately $ 64,600,000 . The registrant had 50,731,072 shares of common stock outstanding as of March 1 , 2021 . Documents Incorporated By Reference Portions of the registrant's proxy statement relating to registrant's 2021 Annual Meeting of Stockholders ( the " Proxy Statement " ) to be filed with the Securities and Exchange Commission pursuant to Regulation 14A , not later than 120 days after the close of the registrant's fiscal year , are incorporated by reference in Part III of this Annual Report on Form 10 - K . Except with respect to information specifically incorporated by reference in this Annual Report on Form 10 - K , the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10 - K .