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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
October 31, 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
(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 5.02. Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Appointment of
New Director.
On October 31, 2025,
the board of directors (the “Board”) of Marker Therapeutics, Inc. (the “Company”) appointed
Ms. Kathryn Penkus Corzo to the Company’s Board, effective November 1, 2025.
Kathryn
Penkus Corzo, RPh, MBA, served on the Board of Directors of Matinas Biopharma Holdings, Inc.
between September 2021 and November 2024 and is currently the President and Chief Operating Officer of bit.bio. Prior to bit.bio,
Ms. Corzo was a partner at Takeda Ventures, Inc., the corporate investment arm of Takeda Pharmaceutical Company Limited (TSE:
4502/NYSE: TAK) (“Takeda”), and the head of the Oncology Cell Therapy Development at Takeda, a global biopharmaceutical
company, a position she has held since 2020. Prior to joining Takeda, Ms. Corzo was Vice President of the R&D Global Pharma Head
where she oversaw the Myeloma portfolio from 2015 to 2019 at Sanofi (SAN.PA) and also held positions of increasing responsibility at Sanofi
Genzyme, a specialty care global business unit of Sanofi, from 2010 to 2015. Prior to joining Sanofi, Ms. Corzo worked at Hoffman
– La Roche, Roche Molecular Systems, Eli Lilly and Syndax from 1989 to 2010, during which time she held management and leadership
roles in operations, global clinical development, medical affairs, business development, market access and brand management across multiple
therapeutic products and indications.
Ms. Corzo
was chosen to serve as a member of our Board due to her experience in pharmaceutical and health care industries.
In
connection with the appointment of Ms. Corzo to the Company’s Board and pursuant to the Company’s current
non-employee directors compensation program, and pursuant to the Company’s 2020 Equity Incentive Plan, as amended (the
“2020 Plan”) as applied to new, non-employee directors, the Company also granted Ms. Corzo 147,611 stock
options to purchase shares of the Company’s common stock at an exercise price per share equal to the fair market
value per share on the date she was appointed to the Board. The options will vest evenly over thirty-six (36) months and are subject
to her continued service as a director.
There are no arrangements
or understandings between Ms. Corzo and the Company or any other persons, pursuant to which Ms. Corzo was selected as a director.
There are no related party transactions between the Company and Ms. Corzo (or any immediate family member thereof) requiring disclosure
under Item 404(a) of Regulation S-K.
Ms. Corzo has agreed
to stand for re-election at the Company’s next annual meeting of shareholders.
(e) Compensatory
Arrangements of Certain Officers.
Chief Executive
Officer Stock Option Award. On October 31, 2025, the Compensation Committee and Board approved a discretionary award of
250,000 stock options at an exercise price per share equal to the fair market value per share on the date of the grant (the
“CEO Options”) to Dr. Juan Vera, the Company’s Chief Executive Officer under the Company’s 2020
Plan. The CEO Options vest annually over four years beginning on the anniversary of the grant date of the CEO Options and are
subject to the terms and conditions of the 2020 Plan and the Company’s form of option award agreement.
| Item 8.01. | Other Information |
On November 5, 2025, the Company issued a
press release announcing the appointment of Ms. Corzo to its Board.
A copy of the Press Release is attached hereto
as Exhibit 99.1 and is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description |
| |
|
| 99.1 |
Press release, dated November 5, 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: November 5, 2025 |
By: |
/s/ Juan Vera |
| |
|
Juan Vera |
| |
|
President and Chief Executive Officer |
