[SCHEDULE 13D/A] Marker Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

Marker Therapeutics Schedule 13D Amendment No. 4 reports that a group of New Enterprise Associates entities and named managers collectively beneficially own 1,625,678 shares of Marker Therapeutics common stock, representing 12.6% of the 12,938,910 shares reported outstanding as of August 4, 2025. The Amendment states the reported ownership percentage decreased by more than 1% solely because the number of outstanding shares increased. The reporting persons disclaim beneficial ownership except for shares held of record and say NEA 16 acquired its shares for investment purposes. No transactions were effected by the reporting persons in the last 60 days and they state no present plans to pursue extraordinary corporate actions.

Positive

• Transparent disclosure of beneficial ownership and cause of percentage change (increase in shares outstanding).
• Significant stake disclosed: 1,625,678 shares representing 12.6% of outstanding common stock, providing clarity to the market.
• No transactions in the last 60 days, reducing uncertainty about imminent position changes.

Negative

• Ownership diluted by an increase in outstanding shares, causing a decrease in reported percentage ownership by more than 1%.
• No commitment to active support or engagement: reporting persons state no plans for board changes, asset sales, or other corporate actions.

Insights

Financial Analyst

TL;DR NEA group holds a notable 12.6% stake; change driven by dilution, not disposals.

The filing clarifies ownership across NEA 16, NEA Partners 16, NEA 16 GP, LLC and named managers totaling 1,625,678 shares, calculated against 12,938,910 outstanding shares as of August 4, 2025. Importantly, the decrease in percentage ownership is attributed explicitly to an increase in shares outstanding rather than share sales. The position remains described as investment-oriented with no recent transactions in the past 60 days. For investors, this is a transparency filing without announced strategic actions or board changes that would materially alter Marker Therapeutics' operations.

Corporate Governance Expert

TL;DR Disclosure is routine and compliant; no governance actions or control intent disclosed.

The Amendment reiterates that the Reporting Persons have no present plans to change board composition, pursue mergers, transfer material assets, alter capitalization, or seek delisting. The filing includes a joint filing agreement and a power of attorney as exhibits. Managers disclaim beneficial ownership beyond record holdings. From a governance perspective, this indicates no immediate activist or control-driven governance campaign by the NEA group based on the information disclosed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Marker Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

57055L206

(CUSIP Number)

Stephanie Brecher
1954 Greenspring Drive, Suite 600
Timonium, MD, 21093
(410)842-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/14/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 57055L206

1

Name of reporting person

New Enterprise Associates 16, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,625,678.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,625,678.00

11

Aggregate amount beneficially owned by each reporting person

1,625,678.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 57055L206

1

Name of reporting person

NEA Partners 16, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,625,678.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,625,678.00

11

Aggregate amount beneficially owned by each reporting person

1,625,678.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.6 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 57055L206

1

Name of reporting person

NEA 16 GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,625,678.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,625,678.00

11

Aggregate amount beneficially owned by each reporting person

1,625,678.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 57055L206

1

Name of reporting person

Forest Baskett

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,625,678.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,625,678.00

11

Aggregate amount beneficially owned by each reporting person

1,625,678.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 57055L206

1

Name of reporting person

Ali Behbahani

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,625,678.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,625,678.00

11

Aggregate amount beneficially owned by each reporting person

1,625,678.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 57055L206

1

Name of reporting person

Carmen Chang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,625,678.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,625,678.00

11

Aggregate amount beneficially owned by each reporting person

1,625,678.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 57055L206

1

Name of reporting person

Anthony A. Florence, Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,625,678.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,625,678.00

11

Aggregate amount beneficially owned by each reporting person

1,625,678.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 57055L206

1

Name of reporting person

Mohamad H. Makhzoumi

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,625,678.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,625,678.00

11

Aggregate amount beneficially owned by each reporting person

1,625,678.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 57055L206

1

Name of reporting person

Scott D. Sandell

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,625,678.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,625,678.00

11

Aggregate amount beneficially owned by each reporting person

1,625,678.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 57055L206

1

Name of reporting person

Paul Walker

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,625,678.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,625,678.00

11

Aggregate amount beneficially owned by each reporting person

1,625,678.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.6 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: Marker Therapeutics, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2450 Holcombe Blvd., TMC Partners Office 1.311, Houston, TEXAS , 77021.
Item 1 Comment: This Amendment No. 4 ("Amendment No. 4") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on October 25, 2018 (the "Schedule 13D"), Amendment No. 1 thereto filed on March 26, 2021 ("Amendment No. 1"), Amendment No. 2 thereto filed on May 17, 2024 ("Amendment No. 2") and Amendment No. 3 thereto filed on December 23, 2024 ("Amendment No. 3"), relating to the Common Stock of the Issuer. Certain terms used but not defined in this Amendment No. 4 have the meanings assigned thereto in the Schedule 13D (and Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Schedule 13D (and Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto). This Amendment No. 4 is being filed to report that the beneficial ownership of Common Stock by the Reporting Persons (as defined below) has decreased by more than 1% as a result of an increase in the number of Common Stock outstanding.
Item 2.	Identity and Background
(a)	New Enterprise Associates 16, L.P. ("NEA 16"); NEA Partners 16, L.P. ("NEA Partners 16"), which is the sole general partner of NEA 16; and NEA 16 GP, LLC ("NEA 16 LLC" and, together with NEA Partners 16, the "Control Entities"), which is the sole general partner of NEA Partners 16; and Forest Baskett ("Baskett"), Ali Behbahani ("Behbahani"), Carmen Chang ("Chang"), Anthony A. Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi"), Scott D. Sandell ("Sandell") and Paul Walker ("Walker") (together, the "Managers"). The Managers are the managers of NEA 16 LLC. The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
(b)	The address of the principal business office of NEA 16, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett, Behbahani, Chang, Makhzoumi and Walker is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011.
(c)	The principal business of NEA 16 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 16 is to act as the sole general partner of NEA 16. The principal business of NEA 16 LLC is to act as the sole general partner of NEA Partners 16. The principal business of each of the Managers is to manage the Control Entities, NEA 16 and a number of affiliated partnerships with similar businesses.
(d)	During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	NEA 16 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 16 and NEA Partners 16 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	Not applicable.
Item 4.	Purpose of Transaction
	NEA 16 acquired the NEA 16 Shares for investment purposes. Depending on market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors, NEA 16 and the other Reporting Persons may dispose of or acquire additional shares of the Issuer, including shares that may be acquired upon exercise of the Warrants prior to expiration. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	NEA 16 is the record owner of the NEA 16 Shares. As the general partner of NEA 16, NEA Partners 16 may be deemed to own beneficially the NEA 16 Shares. As the sole general partner of NEA Partners 16, NEA 16 LLC may be deemed to own beneficially the NEA 16 Shares. As members of NEA 16 LLC, each of the Managers may be deemed to own beneficially the NEA 16 Shares. Each Reporting Person disclaims beneficial ownership of the NEA 16 Shares other than those shares which such person owns of record. The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 12,938,910 shares of Common Stock reported by the Issuer to be outstanding as of August 4, 2025 on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025.
(b)	Regarding the number of shares as to which such person has: (i) sole power to vote or to direct the vote: See line 7 of cover sheets (ii) shared power to vote or to direct the vote: See line 8 of cover sheets (iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets (iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets
(c)	None of the Reporting Persons have effected any transaction in the last 60 days.
(d)	No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 - Agreement regarding filing of joint Schedule 13D. Exhibit 2 - Power of Attorney regarding filings under the Securities Exchange Act of 1934 as amended.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

New Enterprise Associates 16, L.P.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr., Managing Partner and Co-Chief Executive Officer
Date:	08/18/2025

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	08/18/2025

NEA Partners 16, L.P.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr., Managing Partner and Co-Chief Executive Officer
Date:	08/18/2025

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	08/18/2025

NEA 16 GP, LLC

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr., Managing Partner and Co-Chief Executive Officer
Date:	08/18/2025

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi, Managing Partner and Co-Chief Executive Officer
Date:	08/18/2025

Forest Baskett

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Forest Baskett
Date:	08/18/2025

Ali Behbahani

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Ali Behbahani
Date:	08/18/2025

Carmen Chang

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Carmen Chang
Date:	08/18/2025

Anthony A. Florence, Jr.

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Anthony A. Florence, Jr.
Date:	08/18/2025

Mohamad H. Makhzoumi

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Mohamad H. Makhzoumi
Date:	08/18/2025

Scott D. Sandell

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Scott D. Sandell
Date:	08/18/2025

Paul Walker

Signature:	/s/ Zachary Bambach
Name/Title:	Zachary Bambach as attorney-in-fact for Paul Walker
Date:	08/18/2025

Comments accompanying signature:

This Amendment No. 4 to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.

FAQ

What stake does NEA report in Marker Therapeutics (MRKR)?

The NEA reporting persons state beneficial ownership of 1,625,678 shares, equal to 12.6% of 12,938,910 shares outstanding as of August 4, 2025.

Why did NEA's reported percentage ownership in MRKR change?

The Amendment states the percentage decreased by more than 1% due to an increase in the number of outstanding shares, not because of share sales by the reporting persons.

Has NEA disclosed any plans to seek control or change Marker Therapeutics' management?

No. The reporting persons explicitly state they have no present plans to change the board, pursue mergers, sell material assets, alter capitalization, or take similar actions.

Did the reporting persons trade MRKR shares recently?

According to the filing, none of the Reporting Persons effected any transaction in the last 60 days.

What exhibits are included with the Schedule 13D Amendment No. 4?

The filing lists Exhibit 1 (agreement regarding joint Schedule 13D filing) and Exhibit 2 (power of attorney regarding filings under the Exchange Act).