CBIZ CPAs Engaged by Marker Therapeutics; Marcum Resigned

Rhea-AI Filing Summary

Marker Therapeutics disclosed a change in its independent registered public accounting firm: Marcum LLP resigned and CBIZ CPAs P.C. was engaged to serve as the companys auditor for the year ending December 31, 2025, effective with the review of the condensed consolidated financial statements for the quarter ended June 30, 2025. The engagement was approved by the Board of Directors and CBIZ will perform services previously provided by Marcum.

Marcums audit reports for the years ended December 31, 2024 and 2023 did not contain an adverse opinion or disclaimer and were not qualified, except that they included an explanatory paragraph expressing substantial doubt about the companys ability to continue as a going concern. The filing states there were no disagreements and no reportable events between the company and Marcum during the periods covered. A letter from Marcum is filed as Exhibit 16.1.

Positive

• Board-approved engagement of CBIZ CPAs to ensure continuity of audit and review services for 2025
• No disagreements or reportable events were reported between Marker Therapeutics and Marcum for the periods described

Negative

• Marcums audit reports included an explanatory paragraph expressing substantial doubt about the companys ability to continue as a going concern
• Change of independent auditor is a material event that may prompt investor scrutiny until CBIZ completes its reviews

Insights

Financial Analyst

TL;DR: Auditor transition to CBIZ follows Marcums attest business acquisition; Marcums prior audits included a going-concern explanatory paragraph, a material disclosure.

The auditor change stems from CBIZ CPAs acquiring Marcums attest business and Marcums subsequent resignation. CBIZ is engaged to complete reviews beginning with the quarter ended June 30, 2025, which preserves auditor continuity for interim reporting. The filing explicitly states there were no disagreements or reportable events, reducing immediate audit-risk concerns.

However, Marcums audit reports for 2024 and 2023 included an explanatory paragraph about substantial doubt regarding the companys ability to continue as a going concern, a material disclosure that remains relevant to investors and financial analysis until resolved in future financial statements.

Corporate Governance Expert

TL;DR: Auditor transition appears orderly and Board-approved; absence of disagreements suggests governance processes addressed the change appropriately.

The engagement of CBIZ CPAs was approved by the Board and described as taking over services previously provided by Marcum, indicating an organized handoff. The company provided Marcum with a draft of this Form 8-K and requested a letter from Marcum, consistent with disclosure protocols. The filings statement of no disagreements or reportable events is a governance-positive element.

Nonetheless, the presence of a going-concern explanatory paragraph in the prior auditors reports is a substantive disclosure that governance and management must address through financial remediation or additional disclosure in upcoming filings.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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

August 7, 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

2450 Holcombe Blvd, Suite BCM-A, MS: BCM251

Houston, Texas 77021

(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 4.01 Changes in Registrant's Certifying Accountant

Based on information provided by Marcum LLP (“Marcum”), the former independent registered public accounting firm of Marker Therapeutics, Inc. (the “Company”), CBIZ CPAs P.C. (“CBIZ CPAs”) acquired the attest business of Marcum, effective November 1, 2024. Marcum continued to serve as the Company’s independent registered public accounting firm through August 6, 2025. On August 6, 2025, Marcum resigned as the Company’s independent registered public accounting firm and CBIZ CPAs was engaged to serve as the independent registered public accounting firm of the Company for the year ending December 31, 2025, effective beginning with the review of the Company’s condensed consolidated financial statements for the quarter ended June 30, 2025. The engagement of CBIZ CPAs was approved by the Company’s Board of Directors. The services previously provided by Marcum will now be provided by CBIZ CPAs.

Marcum’s report regarding the Company’s consolidated financial statements for the years ended December 31, 2024 and 2023 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such report contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

During the years ended December 31, 2024 and 2023, and through August 6, 2025, the date of Marcum’s resignation, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference to the subject matter of the disagreements in connection with Marcum’s reports on the Company’s financial statements, and (b) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

Prior to engaging CBIZ CPAs, neither the Company nor anyone acting on its behalf consulted CBIZ CPAs regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report was provided to the Company or oral advice was provided that CBIZ CPAs concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K and the related instructions).

The Company provided Marcum with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter, dated August ___, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
16.1		Letter from Marcum LLP dated August 12, 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: August 12, 2025	By:	/s/ Juan Vera
		Juan Vera
		President and Chief Executive Officer

FAQ

Why did Marker Therapeutics (MRKR) change auditors?

CBIZ CPAs acquired the attest business of Marcum LLP (effective November 1, 2024), Marcum resigned as auditor on August 6, 2025, and CBIZ was engaged to serve as the companys independent registered public accounting firm for 2025.

When will CBIZ CPAs begin reviewing MRKRs financial statements?

CBIZs engagement is effective beginning with the review of the companys condensed consolidated financial statements for the quarter ended June 30, 2025.

Did Marcums prior audit reports contain qualifications?

Marcums reports for the years ended December 31, 2024 and 2023 were not adverse or disclaimed and were not qualified, but did include an explanatory paragraph regarding substantial doubt about the companys ability to continue as a going concern.

Were there any disagreements or reportable events with Marcum?

The filing states there were no disagreements (as defined in Regulation S-K Item 304) and no reportable events during the periods described and through Marcums resignation date.

Is there any auditor correspondence filed with the 8-K?

Yes, a letter from Marcum LLP dated August 12, 2025 is filed as Exhibit 16.1 to the Form 8-K.