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

Rhea-AI Filing Summary

John R. Wilson Revocable Trust reports beneficial ownership of 659,901 shares (5.10%) of Marker Therapeutics, Inc. (MRKR). The trust holds sole voting and dispositive power over these shares. The filing states the trust originally received a large block of securities and warrants in connection with a merger with Marker Cell Therapy, Inc., and the reporting person was granted director options when joining the board. The trust sold shares in recent transactions (see Exhibit A), reducing its stake by more than 1%. Mr. Wilson resigned from the Issuer's board on January 24, 2025. All securities were acquired for investment purposes and may be reviewed or traded in the future.

Positive

• Meaningful stake: The trust beneficially owns 659,901 shares (5.10%) of MRKR, a significant shareholding relative to the reported 12,938,910 outstanding shares.
• Sole voting and dispositive power: The Reporting Person has exclusive control over voting and disposition of the reported shares.

Negative

• Recent disposition: The filing reports sales in the past 60 days that reduced the trust's ownership by more than 1%.
• Loss of board seat: John R. Wilson resigned from the Issuer's Board of Directors on January 24, 2025, potentially reducing insider influence.

Insights

Financial Analyst

TL;DR: A substantial insider-related trust holds 5.10% of MRKR and has recently trimmed its stake via brokered sales; impact appears neutral pending further moves.

The trust's 5.10% position (659,901 shares) is material for a company with 12,938,910 shares outstanding. Sales in the past 60 days reduced the stake by more than 1%, indicating portfolio rebalancing rather than an outright exit, and the filing emphasizes investment intent. The prior grant of options and the large share block acquired via merger provide context for concentrated ownership, but no plans for corporate actions or control changes are disclosed. Monitor post-filing trading activity for directional intent.

Corporate Governance Expert

TL;DR: Trustee resigned from the board and retains a meaningful 5.10% stake; governance implications are limited absent coordinated action.

Mr. Wilson's resignation from the board on January 24, 2025, reduces any board-affiliated influence despite continued beneficial ownership. The Schedule 13D/A disclaims plans to change board composition, capital structure, or pursue extraordinary transactions. Because the reporting person retains sole voting power and may trade further, shareholders should note potential voting concentration but no immediate governance initiatives are signaled.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Marker Therapeutics, Inc.

(Name of Issuer)

Common Stock, Par Value $0.001

(Title of Class of Securities)

57055L107

(CUSIP Number)

John R. Wilson
2100 Old Highway 8 NW,
St. Paul, MN, 55112
651-628-9259

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

08/15/2025

(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. 57055L107

1

Name of reporting person

John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017

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)

OO

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 659,901.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 659,901.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

659,901.00

12

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

13

Percent of class represented by amount in Row (11)

5.10 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

*Such percentage was calculated based upon an aggregate of 12,938,910 Issuer shares of common stock outstanding as of August 4, 2025 as represented by the Issuer's Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, Par Value $0.001
(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 Statement on Schedule 13D (this "Schedule") relates to the common stock, par value $0.001 per share ("Common Stock"), of Marker Therapeutics, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 2450 Holcombe Blvd, Suite BCM-A, MS: BCM251 Houston, Texas. This Amendment is being filed to report that the beneficial ownership of Common Stock by the Reporting Person has decreased by more than 1% as a result of the sales reported on Schedule A.
Item 2.	Identity and Background
(a)	This Schedule is being filed by John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017 (the "Trust").
(b)	The Reporting Person's business address is 2100 Old Highway 8 NW, St. Paul, MN 55112.
(c)	The Reporting Person is a trust.
(d)	The Reporting Person has not been convicted in a criminal proceeding in the last five years (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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)	The Reporting Person is the trustee of the revocable trust which holds the Common Stock.
Item 3.	Source and Amount of Funds or Other Consideration
	The trustee of the Reporting Person received 6,060,783 shares of Common Stock and warrants to acquire 2,197, 944 shares of Common Stock of the Issuer acquired pursuant to a merger with Marker Cell Therapy, Inc. ("Marker Cell"). The Reporting Person was appointed to the Board of Directors of the Issuer. The Reporting Person was granted 12,500 options to acquire Common Stock of the Issuer upon joining the Board consistent with the Issuer's Non-Employee Director Compensation program. On January 26, 2023, the Issuer effected a one-for-ten (1-for-10) reverse stock split of its common stock and a corresponding reduction in the total number of authorized shares of its common stock from 300,000,000 to 30,000,000. John R. Wilson transferred such shares to the Trust on November 30, 2021.
Item 4.	Purpose of Transaction
	The information set forth under Items 3 and 6 is hereby incorporated by reference. All of the securities of the Issuer were acquired for investment purposes. The Reporting Person sold the shares disclosed in Item 5(c) in normal and customary brokerage transactions. The Reporting Person intends to review on a continuing basis the investment in the Issuer. Based on such review, the Reporting Person may acquire, or cause to be disposed, such securities at any time or formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Person, the Issuer's business, financial condition and operating results, general market and industry conditions or other factors. Except as otherwise described in this Schedule, the Reporting Person currently has no plans or proposals that 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 except as may be required for the Issuer to comply with exchange listing requirements with respect to the number of independent directors; (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) any changes in the Issuer's charter or by-laws or other actions which may impede the acquisition or 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 cease to be authorized to be quoted in an interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	On the date hereof, the Reporting Person beneficially owns 659,901 shares of Common Stock, which comprises 5.10% of the Common Stock of the Issuer. As of, August 4, 2025, there were 12,938,910 shares of Common Stock of the Issuer issued and outstanding as represented by the Issuer's Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025.
(b)	The Reporting Person has the sole power to vote the shares beneficially owned.
(c)	The transactions effected during the past 60 days by the Reporting Person are set forth on Exhibit A, attached hereto.
(d)	Only the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported by this statement.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	John R. Wilson resigned from the Issuer's Board of Directors on January 24, 2025.
Item 7.	Material to be Filed as Exhibits.
	1. Schedule A dated as of August 15, 2025.

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.

John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017

Signature:	/s/ John R. Wilson
Name/Title:	John R. Wilson/Trustee
Date:	08/19/2025

FAQ

How many Marker Therapeutics (MRKR) shares does the John R. Wilson Revocable Trust own?

The trust beneficially owns 659,901 shares, representing 5.10% of MRKR's outstanding common stock as disclosed.

Did the Reporting Person sell MRKR shares recently?

Yes. The Schedule 13D/A states the Reporting Person sold shares in normal brokerage transactions, reducing the stake by more than 1%; transactions are listed on Exhibit A.

Does the Reporting Person control voting of these MRKR shares?

Yes. The trust has sole voting power and sole dispositive power over the reported 659,901 shares.

Is the Reporting Person planning a change in MRKR's management or control?

No. The filing explicitly states the Reporting Person currently has no plans or proposals to change board composition, initiate mergers, or effect material corporate actions.

When did John R. Wilson resign from the Issuer's board?

John R. Wilson resigned from the Issuer's Board of Directors on January 24, 2025 as disclosed in Item 6.