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.

• Only stockholders of record as of January 27, 2025, are entitled to vote on the proposals.

• Main agenda is to approve the issuance of shares upon exercise of Series A and Series B Warrants, totaling 8,278,695 shares.

• Proceeds from the private placement are intended for general corporate purposes and to support clinical advancement of the MT-601 Phase 1 APOLLO study.

• Failure to approve the proposal may require additional stockholder meetings and could impact the company’s ability to raise capital.

Voting matters and shareholder proposals

• Proposal 1 seeks approval, per Nasdaq Listing Rule 5635(d), for issuance of shares upon exercise of Series A (5,031,250 shares) and Series B (3,247,445 shares) Warrants.

• Board recommends voting “FOR” Proposal 1; abstentions count as “Against,” broker non-votes have no effect.

• If Proposal 1 is not approved, the company must call additional meetings until approval is obtained.

• Stockholder proposals for the 2025 annual meeting must be received by December 30, 2024; director nominations have specific requirements.

Board of directors and corporate governance

• Voting agreements were entered with certain stockholders holding about 27% of outstanding shares to support the proposal.

• Board and management are responsible for proxy solicitation and may do so by various means without additional compensation.