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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
October 31, 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, TMC Partners Office 1.311 Houston, Texas |
77021 | |
| (Address of principal executive offices) | (Zip Code) |
(713) 400-6400
Registrant’s telephone number, including area code
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of New Director.
On October 31, 2025, the board of directors (the “Board”) of Marker Therapeutics, Inc. (the “Company”) appointed Ms. Kathryn Penkus Corzo to the Company’s Board, effective November 1, 2025.
Kathryn Penkus Corzo, RPh, MBA, served on the Board of Directors of Matinas Biopharma Holdings, Inc. between September 2021 and November 2024 and is currently the President and Chief Operating Officer of bit.bio. Prior to bit.bio, Ms. Corzo was a partner at Takeda Ventures, Inc., the corporate investment arm of Takeda Pharmaceutical Company Limited (TSE: 4502/NYSE: TAK) (“Takeda”), and the head of the Oncology Cell Therapy Development at Takeda, a global biopharmaceutical company, a position she has held since 2020. Prior to joining Takeda, Ms. Corzo was Vice President of the R&D Global Pharma Head where she oversaw the Myeloma portfolio from 2015 to 2019 at Sanofi (SAN.PA) and also held positions of increasing responsibility at Sanofi Genzyme, a specialty care global business unit of Sanofi, from 2010 to 2015. Prior to joining Sanofi, Ms. Corzo worked at Hoffman – La Roche, Roche Molecular Systems, Eli Lilly and Syndax from 1989 to 2010, during which time she held management and leadership roles in operations, global clinical development, medical affairs, business development, market access and brand management across multiple therapeutic products and indications.
Ms. Corzo was chosen to serve as a member of our Board due to her experience in pharmaceutical and health care industries.
In connection with the appointment of Ms. Corzo to the Company’s Board and pursuant to the Company’s current non-employee directors compensation program, and pursuant to the Company’s 2020 Equity Incentive Plan, as amended (the “2020 Plan”) as applied to new, non-employee directors, the Company also granted Ms. Corzo 147,611 stock options to purchase shares of the Company’s common stock at an exercise price per share equal to the fair market value per share on the date she was appointed to the Board. The options will vest evenly over thirty-six (36) months and are subject to her continued service as a director.
There are no arrangements or understandings between Ms. Corzo and the Company or any other persons, pursuant to which Ms. Corzo was selected as a director. There are no related party transactions between the Company and Ms. Corzo (or any immediate family member thereof) requiring disclosure under Item 404(a) of Regulation S-K.
Ms. Corzo has agreed to stand for re-election at the Company’s next annual meeting of shareholders.
(e) Compensatory Arrangements of Certain Officers.
Chief Executive Officer Stock Option Award. On October 31, 2025, the Compensation Committee and Board approved a discretionary award of 250,000 stock options at an exercise price per share equal to the fair market value per share on the date of the grant (the “CEO Options”) to Dr. Juan Vera, the Company’s Chief Executive Officer under the Company’s 2020 Plan. The CEO Options vest annually over four years beginning on the anniversary of the grant date of the CEO Options and are subject to the terms and conditions of the 2020 Plan and the Company’s form of option award agreement.
| Item 8.01. | Other Information |
On November 5, 2025, the Company issued a press release announcing the appointment of Ms. Corzo to its Board.
A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Press release, dated November 5, 2025. |
| 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: November 5, 2025 | By: | /s/ Juan Vera |
| Juan Vera | ||
| President and Chief Executive Officer | ||
Exhibit 99.1
Marker Therapeutics appoints Kathryn Penkus Corzo to Board of Directors
Houston, TX — November 5, 2025 – Marker Therapeutics, Inc. (Nasdaq: MRKR), a clinical-stage immuno-oncology company focusing on developing next-generation T cell-based immunotherapies for the treatment of hematological malignancies and solid tumor indications, today announced the appointment of Kathryn Penkus Corzo, R.Ph., MBA to the Company’s Board of Directors, effective November 1, 2025.
Ms. Penkus Corzo has vast experience as a biopharma executive, drug developer and independent board director with more than 30 years of global leadership spanning R&D, clinical trials, regulatory approvals, commercialization, and corporate strategy across multiple therapeutic modalities and indications. Most recently, Ms. Penkus Corzo served as President and Chief Operating Officer at bit.bio Ltd, a biotech company pioneering the use of induced pluripotent stem cells (iPSCs) for human health. During her tenure, she built capabilities to expand the company’s portfolio of commercial products and therapeutic programs and established scalable operations contributing to value generation and revenue growth.
Prior to bit.bio, Ms. Penkus Corzo was Head of Oncology Cell Therapy Development and Partner at Takeda Ventures, where she led the buildout of Takeda’s clinical cell therapy expertise, advancing a portfolio that included CAR-T, CAR-NK, and iPSC-based programs. Earlier in her career, she held senior leadership positions at Sanofi Genzyme, Hoffmann-La Roche, Eli Lilly, and Syndax Pharmaceuticals, where she played key roles in developing and launching multiple global blockbuster cancer therapies.
“We are pleased to welcome Kathryn to our Board of Directors,” said Juan Vera, M.D., President and CEO of Marker Therapeutics. “We believe in the strong clinical benefit we have observed with our lead asset MT-601 and remain committed to advancing the APOLLO program towards a future pivotal study in patients with CAR-relapsed Diffuse Large B Cell Lymphoma (DLBCL). As we are advancing into the next stage of clinical development, we have decided to strategically strengthen our Board of Directors to support this critical next phase. Kathryn’s strong background in oncology and extensive experience in global product commercialization will be invaluable as we continue to advance our clinical and corporate objectives.”
“I am honored to join Marker’s Board of Directors at such a pivotal time for the Company,” said Ms. Penkus Corzo. “Marker’s Multi-Antigen Recognizing (MAR) T cell platform represents a next-generation approach in cell therapy—addressing key limitations of current treatments with the potential to offer improved clinical outcomes to patients with limited therapeutic options. I am inspired by the team’s scientific rigor and commitment to patients, and I look forward to contributing to the advancement of Marker’s clinical programs and long-term growth.”
About MAR-T cells
The multi-antigen recognizing (MAR) T cell platform (formerly known as multiTAA-specific T cells) is a novel, non-genetically modified cell therapy approach that selectively expands tumor-specific T cells from a patient's/donor’s blood capable of recognizing a broad range of tumor antigens. Unlike other T cell therapies, MAR-T cells allow the recognition of hundreds of different epitopes within up to six tumor-specific antigens, thereby reducing the possibility of tumor escape. Since MAR-T cells are not genetically engineered, Marker believes that its product candidates will be easier and less expensive to manufacture, with an improved safety profile compared to current engineered T cell approaches and may provide patients with meaningful clinical benefits.
About Marker Therapeutics, Inc.
Marker Therapeutics, Inc. is a Houston, TX-based clinical-stage immuno-oncology company specializing in the development of next-generation T cell-based immunotherapies for the treatment of hematological malignancies and solid tumors. The Company was founded at Baylor College of Medicine, and clinical trials that enrolled more than 200 patients across various hematological and solid tumor indications showed that the Company’s autologous and allogeneic MAR-T cell products were well tolerated and demonstrated durable clinical responses. Marker’s goal is to introduce novel T cell therapies to the market and improve patient outcomes. To achieve these objectives, the Company prioritizes the preservation of financial resources and focuses on operational excellence. Marker’s unique T cell platform is strengthened by non-dilutive funding from U.S. state and federal agencies supporting cancer research.
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Forward-Looking Statements
This release contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements in this news release concerning the Company’s expectations, plans, business outlook or future performance, and any other statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are “forward-looking statements.” Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: our research, development and regulatory activities and expectations relating to our non-engineered multi-tumor antigen specific T cell therapies; the effectiveness of these programs or the possible range of application and potential curative effects and safety in the treatment of diseases; the timing, conduct, interim results announcements and outcomes of our clinical trials of our product candidates, including MT-601 for the treatment of patients with lymphoma or MT-401-OTS for the treatment of patients with acute myeloid leukemia (AML) or myelodysplastic syndromes (MDS). Forward-looking statements are by their nature subject to risks, uncertainties and other factors which could cause actual results to differ materially from those stated in such statements. Such risks, uncertainties and factors include, but are not limited to the risks set forth in the Company’s most recent Form 10-K, 10-Q and other SEC filings which are available through EDGAR at WWW.SEC.GOV. The Company assumes no obligation to update its forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release except as may be required by law.
Media and Investor Contact
Marker Therapeutics, Inc.
+1 (713)
400-6400
investor.relations@markertherapeutics.com