Marker Therapeutics Inc
For the period ended Mar 21, 2025. Filed Feb 4, 2025.
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Mar 21, 2025 · Filed Feb 4, 2025
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DEF 14A 1 tm253006-2_def14a.htm DEF 14A
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
Marker Therapeutics, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required.
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
2450 Holcombe Blvd, Suite BCM-A, MS: BCM251
Houston, TX 77021
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On March 21, 2025
Dear Stockholder:
You are cordially invited to attend the Special Meeting of Stockholders of Marker Therapeutics, Inc., a Delaware corporation (the “Company”). The meeting will be held on Friday, March 21, 2025 at 9:00 a.m. Central Time and will be a virtual stockholder meeting through which you can listen to the meeting, submit questions and vote online. You must register for the virtual meeting viahttps://web.viewproxy.com/markertherapeutics/2025SM no later than 11:59 p.m. Eastern Time on Thursday, March 20, 2025. The meeting will be held for the following purposes:
To approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of the shares issuable upon exercise of (i) Series A Warrants to acquire 5,031,250 shares of Common Stock (the “Private Placement Warrants”) and (ii) Series B Warrants to acquire 3,247,445 shares of Common Stock (the “Pre-Funded Warrants”, and together with the Private Placement Warrants, the “Warrants”).
To conduct any other business properly brought before the meeting.
These items of business are more fully described in the Proxy Statement accompanying this Notice.
The record date for the Special Meeting is January 27, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.
| | | Important Notice Regarding the Availability of Proxy Materials for the Virtual Special Meeting of Stockholders to Be Held on Friday, March 21, 2025 at 9:00 a.m. Central Time. Register for the virtual Special Meeting vía https://web.viewproxy.com/markertherapeutics/2025SM The proxy statement and annual report to stockholders are available at https://web.viewproxy.com/markertherapeutics/2025SM | | |
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By Order of the Board of Directors,
/s/ Juan Vera, M.D.
Juan Vera, M.D.
Secretary
Houston, TX
February 4, 2025
| | | You are cordially invited to attend the virtual Special Meeting. You will not be able to attend the Special Meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote online if you attend the virtual Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. | | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.