UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

June 6, 2025

Date of Report (Date of earliest event reported)

 

MARKER THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware	001-37939	45-4497941
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

2450 Holcombe Blvd, Suite BCM-A, MS: BCM251 Houston, Texas		77021
(Address of principal executive offices)		(Zip Code)

 

(713) 400-6400

Registrant’s telephone number, including area code

 

N/A 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ¨

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On June 6, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2025. Of the 11,314,835 shares outstanding as of the record date, 7,629,048 shares, or 67.43%, were present virtually or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

 

Proposal No. 1: Election of four nominees to serve as directors until the 2026 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:

 

Name		Votes For				Votes Withheld
David Eansor			4,095,249				711,872
Steven Elms			4,094,745				712,376
Katharine Knobil			4,079,812				727,309
Juan Vera			4,143,496				663,625

 

Broker Non-Votes: 2,821,927.

 

All nominees were elected.

 

Proposal No. 2: Approval, on an advisory basis, of the compensation of the Company’s named executive officers. The votes were cast as follows:

 

		Votes For				Votes Against				Abstained
Advisory approval of named executive officer compensation			4,449,829				343,434				13,857

 

Broker Non-Votes: 2,821,927.

 

Proposal No. 3: Ratification of the selection of Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes were cast as follows:

 

		Votes For				Votes Against				Abstained
Ratification of appointment of Marcum LLP			7,494,386				80,755				53,907

 

Broker Non-Votes: 0.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Marker Therapeutics, Inc.
Dated: June 9, 2025	By:	/s/ Juan Vera
		Juan Vera
		President and Chief Executive Officer