Marker Therapeutics (MRKR) Proxy Filing summary

Executive summary

• Special Meeting of Stockholders scheduled for March 21, 2025, to be held virtually, with registration required by March 20, 2025.

• Main agenda is to approve the issuance of shares upon exercise of Series A and Series B Warrants, in compliance with Nasdaq Listing Rule 5635(d).

• Private Placement closed on December 23, 2024, raising approximately $16.1 million in gross proceeds for general corporate purposes and clinical advancement.

• If stockholder approval is not obtained, the company must continue to call meetings semi-annually until approval is secured.

• Failure to approve may require seeking alternative financing, potentially on less favorable terms.

Voting matters and shareholder proposals

• Only one proposal: approval of share issuance upon exercise of 5,031,250 Series A Warrants and 3,247,445 Series B Warrants.

• Proposal requires a majority of shares present or represented by proxy to pass; abstentions count as against, broker non-votes have no effect.

• Board recommends voting “FOR” the proposal.

• Stockholder proposals for the 2025 annual meeting must be received by December 30, 2024; nominations and other business have specific submission windows.

Board of directors and corporate governance

• Voting agreements in place with certain stockholders representing about 27% of outstanding shares to support the proposal.

• Information on director nominations and requirements for independence is provided.