On December 19, 2024, Marker Therapeutics, Inc. entered into a securities purchase agreement with various investors for a private placement that included 1,783,805 shares of common stock, Series A warrants to acquire 5,031,250 shares, and partially prepaid warrants for 3,248,445 shares. The private placement closed on December 23, 2024, yielding approximately $16.1 million in gross proceeds before expenses. The funds are intended for general corporate purposes and working capital.

The Series A warrants and prepaid warrants are exercisable at $4.00 per share and $0.001 per share, respectively, and have a five-year term commencing upon stockholder approval of the issuance of the underlying shares. Stockholders holding approximately 27% of the outstanding shares agreed to vote in favor of the transaction.

The company also entered into a registration rights agreement requiring the filing of a resale registration statement by January 14, 2025, with efforts to have it declared effective promptly. Canaccord Genuity LLC served as the lead placement agent, and Brookline Capital Markets acted as co-placement agent.

The issuance of securities was conducted under exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation D. All investors were accredited under SEC rules.