0001104659-21-065131 | 10-Q | XBRL Viewer

PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2021


		March 31,		December 31,
	Estimated Useful Lives	2021		2020
Lab and manufacturing equipment	5 Years	$	6,661,000	$	2,360,000
Computers, equipment and software	3-5 Years		897,000		835,000
Office furniture	5 Years		678,000		678,000
Leasehold improvements	Lesser of lease term or estimated useful life		3,156,000		289,000
Total			11,392,000		4,162,000
Less: accumulated depreciation			(1,094,000)		(591,000)
Construction in progress			—		6,789,000
Total fixed assets, net		$	10,298,000	$	10,360,000

STOCK-BASED COMPENSATION - Weighted Average Assumptions (Details)	3 Months Ended
	Mar. 31, 2021 $ / shares
STOCK-BASED COMPENSATION
Exercise price	$ 3.12
Expected term (years)	6 years
Expected stock price volatility	95.00%
Risk-free rate of interest	1.00%
Expected dividend rate	0.00%

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
Mar. 31, 2021
SIGNIFICANT ACCOUNTING POLICIES
New Accounting Standards	New Accounting Standards From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. Recent Accounting Standards Adopted in the Year Income Taxes In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company has adopted the new standard effective January 1, 2021 and has concluded that the adoption of this standard did not have a material impact on its condensed consolidated financial statements and related disclosures.

SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2021

SIGNIFICANT ACCOUNTING POLICIES

New Accounting Standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption.

Recent Accounting Standards Adopted in the Year

Income Taxes

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company has adopted the new standard effective January 1, 2021 and has concluded that the adoption of this standard did not have a material impact on its condensed consolidated financial statements and related disclosures.

LEASES - Additional Information (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
LEASES
Total operating lease liabilities	$ 11,719,826	$ 11,868,440
Operating lease, right-of-use asset	$ 10,592,490	$ 10,844,116

COMMITMENTS AND CONTINGENCIES	3 Months Ended
Mar. 31, 2021
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	NOTE 10: COMMITMENTS AND CONTINGENCIES An arbitration proceeding was brought against the Company before the Financial Industry Regulatory Authority, Inc. by a broker seeking to be paid approximately $1.0 million as compensation for two financing transactions that occurred in 2018, a warrant conversion and a private placement brokered by another broker. The broker’s claims are based on a placement agent agreement for a private placement it brokered in 2017, under which it alleges it is entitled to compensation for the 2018 transactions. The Company believes it has defenses to all of the allegations and intends to vigorously defend itself in this matter.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2021

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 10: COMMITMENTS AND CONTINGENCIES

An arbitration proceeding was brought against the Company before the Financial Industry Regulatory Authority, Inc. by a broker seeking to be paid approximately $1.0 million as compensation for two financing transactions that occurred in 2018, a warrant conversion and a private placement brokered by another broker. The broker’s claims are based on a placement agent agreement for a private placement it brokered in 2017, under which it alleges it is entitled to compensation for the 2018 transactions. The Company believes it has defenses to all of the allegations and intends to vigorously defend itself in this matter.

LEASES - Quantitative Information About Operating Leases (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating lease expense summary:
Operating lease expense	$ 425,000	$ 55,000
Short-term lease expense		19,000
Variable lease expense	133,000	15,000
Total	558,000	89,000
Other information:
Operating cash flows - operating leases	$ 238,000	$ 57,000
Weighted-average remaining lease term - operating leases	9 years 1 month 6 days	1 year 6 months
Weighted-average discount rate as of adoption date - operating leases	5.70%	6.80%

PROPERTY AND EQUIPMENT

3 Months Ended

Mar. 31, 2021

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

NOTE 7: PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of March 31, 2021 and December 31, 2020, respectively:


		March 31,		December 31,
	Estimated Useful Lives	2021		2020
Lab and manufacturing equipment	5 Years	$	6,661,000	$	2,360,000
Computers, equipment and software	3-5 Years		897,000		835,000
Office furniture	5 Years		678,000		678,000
Leasehold improvements	Lesser of lease term or estimated useful life		3,156,000		289,000
Total			11,392,000		4,162,000
Less: accumulated depreciation			(1,094,000)		(591,000)
Construction in progress			—		6,789,000
Total fixed assets, net		$	10,298,000	$	10,360,000

In June 2020, the Company entered into a lease for a manufacturing facility in Houston, Texas. In connection with the manufacturing facility, the Company has incurred costs pursuant to an agreement with a vendor to design, engineer, build and eventually install modular cleanrooms in a manufacturing facility. $6.8 million was recorded in fixed assets - construction in progress on the balance sheet as of December 31, 2020. The completion of the facility’s construction occurred during December 2020 and the Company received its certificate of occupancy in January 2021, and as such was placed into service in January 2021. During January 2021, $4.0 million of the costs previously recorded as construction in progress were recorded to lab and manufacturing equipment and $2.8 million were recorded to leasehold improvements.

Depreciation expense for the three months ended March 31, 2021 and 2020 was approximately $0.5 million and $0.03 million, respectively.

LIQUIDITY AND FINANCIAL CONDITION (Details) - USD ($)		3 Months Ended
LIQUIDITY AND FINANCIAL CONDITION (Details) - USD ($)	Mar. 16, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
LIQUIDITY AND FINANCIAL CONDITION
Cash and cash equivalents		$ 64,507,575		$ 21,352,382
Number of shares issued	32,282,857
Proceeds from issuance of common stock, net	$ 52,600,000	$ 52,656,588	$ 0

RELATED PARTY TRANSACTIONS (Details) - USD ($)	3 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Mar. 31, 2021	Mar. 31, 2020
RELATED PARTY TRANSACTIONS
Related party transaction expenses	$ 468,000	$ 255,000
Baylor College of Medicine
RELATED PARTY TRANSACTIONS
Related party transaction expenses	422,000	235,000
Bio-Techne Corporation
RELATED PARTY TRANSACTIONS
Related party transaction expenses	$ 46,000	$ 20,000

SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2021

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

NOTE 4: SIGNIFICANT ACCOUNTING POLICIES

New Accounting Standards

Recent Accounting Standards Adopted in the Year

Income Taxes

NET LOSS PER SHARE - Dilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Potentially dilutive securities	28,320,000	27,672,000
Stock option
Common stock purchase warrants	7,490,000	6,291,000
Common stock purchase warrants
Common stock purchase warrants	20,830,000	21,381,000

PROPERTY AND EQUIPMENT - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
PROPERTY AND EQUIPMENT
Depreciation	$ 500	$ 30

STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2021

STOCK-BASED COMPENSATION

Summary of the Company's stock option activity


						Weighted Average
						Remaining
		Weighted Average		Total Intrinsic		Contractual
	Number of Shares	Exercise Price		Value		Life (in years)
Outstanding as of January 1, 2021	6,001,814	$	6.22	$	—	8.3
Granted	1,520,000		3.12		—	9.8
Canceled / Expired	(31,623)		5.07		—	—
Outstanding as of March 31, 2021	7,490,191	$	5.59	$	333,000	8.4
Options vested and exercisable	2,977,761	$	7.10	$	44,000	7.8

Schedule or Description of Weighted Average Discount Rate


	For the Three Months Ended
	March 31, 2021
Exercise price	$	3.12
Expected term (years)		6.0
Expected stock price volatility		95	%
Risk-free rate of interest		1	%
Expected dividend rate		0	%

Schedule of stock-based compensation expenses


	For the Three Months Ended
	March 31,
	2021		2020
Stock Compensation expenses:
Research and development	$	696,000	$	781,000
General and administrative		681,000		564,000
Total stock compensation expenses	$	1,377,000	$	1,345,000

LIQUIDITY AND FINANCIAL CONDITION

3 Months Ended

Mar. 31, 2021

LIQUIDITY AND FINANCIAL CONDITION

LIQUIDITY AND FINANCIAL CONDITION

NOTE 3: LIQUIDITY AND FINANCIAL CONDITION

As of March 31, 2021, the Company had cash and cash equivalents of approximately $64.5 million. The Company’s activities since inception have consisted principally of acquiring product and technology rights, raising capital, and performing research and development. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent on future events, including, among other things, its ability to access potential markets; secure financing; successfully progress its product candidates through preclinical and clinical development; obtain regulatory approval of one or more of its product candidates; maintain and enforce intellectual property rights; develop a customer base; attract, retain and motivate qualified personnel; and develop strategic alliances and collaborations. From inception, the Company has been funded by a combination of equity and debt financings.

On March 16, 2021, the Company issued an aggregate of 32,282,857 shares of its common stock, for net proceeds of $52.6 million.

The Company expects to continue to incur substantial losses over the next several years during its development phase. To fully execute its business plan, the Company will need to complete certain research and development activities and clinical trials. Further, the Company’s product candidates will require regulatory approval prior to commercialization. These activities will span many years and require substantial expenditures to complete and may ultimately be unsuccessful. Any delays in completing these activities could adversely impact the Company. The Company plans to meet its capital requirements primarily through issuances of debt and equity securities and, in the longer term, revenue from sales of its product candidates, if approved.

Based on the Company’s clinical and research and development plans and its timing expectations related to the progress of its programs, the Company expects that its cash and cash equivalents as of March 31, 2021 will enable the Company to fund its operating expenses and capital expenditure requirements into the first quarter of 2023. The Company has based this estimate on assumptions that may prove to be wrong, and the Company could utilize its available capital resources sooner than it currently expects. Furthermore, the Company’s operating plan may change, and it may need additional funds sooner than planned in order to meet operational needs and capital requirements for product development and commercialization. Because of the numerous risks and uncertainties associated with the development and commercialization of the Company's product candidates and the extent to which the Company may enter into additional collaborations with third parties to participate in their development and commercialization, the Company is unable to estimate the amounts of increased capital outlays and operating expenditures associated with its current and anticipated clinical trials. The Company’s future funding requirements will depend on many factors, as it:

●	initiates or continues clinical trials of its product candidates;

●	continues the research and development of its product candidates and seeks to discover additional product candidates;

●	seeks regulatory approvals for any product candidates that successfully complete clinical trials;

●	maintains and enforces intellectual property rights;

●	establishes sales, marketing and distribution infrastructure and scale-up manufacturing capabilities to commercialize any product candidates that may receive regulatory approval;

●	evaluates strategic transactions the Company may undertake; and

●	enhances operational, financial and information management systems and hires additional personnel, including personnel to support development of product candidates and, if a product candidate is approved, commercialization efforts.

In addition to the foregoing, based on the Company’s current assessment, the Company does not expect any material impact on its long-term liquidity due to the COVID-19 pandemic. However, the Company will continue to assess the effect of the pandemic on its operations, including its clinical programs. The extent to which the COVID-19 pandemic will impact the Company’s business and operations will depend on future developments that are highly uncertain and cannot be predicted with confidence, such as the ultimate geographic spread of the disease, the duration of the outbreak, the duration and effect of business disruptions and the short-term effects and ultimate effectiveness of the travel restrictions, quarantines, social distancing requirements and business closures in the United States and other countries to contain and treat the disease. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect the Company’s business and the value of its common stock.

NET LOSS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2021

NET LOSS PER SHARE

Schedule of computation of loss per share


	For the Three Months Ended
	March 31,
	2021		2020
Numerator:
Net loss	$	(8,779,450)	$	(6,485,644)

Denominator:
Weighted average common shares outstanding		56,470,247		46,084,383

Net loss per share:
Basic and diluted	$	(0.16)	$	(0.14)

Schedule of anti-dilutive securities


	For the Three Months Ended
	March 31,
	2021	2020
Common stock options	7,490,000	6,291,000
Common stock purchase warrants	20,830,000	21,381,000
Potentially dilutive securities	28,320,000	27,672,000

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable	$ 1,888,000	$ 2,935,000
Compensation and benefits	827,000	1,694,000
Professional fees	483,000	875,000
Technology license fees	80,000	105,000
Other	396,000	404,000
Total accounts payable and accrued liabilities	$ 3,674,259	$ 6,013,010

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 64,507,575	$ 21,352,382
Prepaid expenses and deposits	1,962,924	2,057,924
Other receivables	1,000,867	1,000,559
Total current assets	67,471,366	24,410,865
Non-current assets:
Property, plant and equipment, net	10,298,225	3,570,736
Construction in progress	0	6,789,098
Right-of-use assets, net	10,592,490	10,844,116
Total non-current assets	20,890,715	21,203,950
Total assets	88,362,081	45,614,815
Current liabilities:
Accounts payable and accrued liabilities	3,674,259	6,013,010
Lease liability	473,077	388,792
Total current liabilities	4,147,336	6,401,802
Non-current liabilities:
Lease liability, net of current portion	11,719,826	11,868,440
Total non-current liabilities	11,719,826	11,868,440
Total liabilities	15,867,162	18,270,242
Commitments and contingencies (see Note 10)
Stockholders' equity:
Preferred stock - $0.001 par value, 5 million shares authorized and 0 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively
Common stock, $0.001 par value, 150 million shares authorized, 83.0 million and 50.7 million shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively	83,014	50,731
Additional paid-in capital	437,430,839	383,533,326
Accumulated deficit	(365,018,934)	(356,239,484)
Total stockholders' equity	72,494,919	27,344,573
Total liabilities and stockholders' equity	$ 88,362,081	$ 45,614,815

COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	3 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions	Mar. 31, 2021 USD ($)
COMMITMENTS AND CONTINGENCIES
Loss Contingency, Damages Sought, Value	$ 1.0
Loss Contingency, Damages Sought, Number of Transactions	2

PROPERTY AND EQUIPMENT (Details) - USD ($)	3 Months Ended
PROPERTY AND EQUIPMENT (Details) - USD ($)	Mar. 31, 2021	Jan. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total	$ 11,392,000		$ 4,162,000
Less: accumulated depreciation	(1,094,000)		(591,000)
Construction in progress			6,789,000
Total fixed assets, net	10,298,000		10,360,000
Lab and manufacturing equipment
Property, Plant and Equipment [Line Items]
Total	$ 6,661,000	$ 4.0	2,360,000
Estimated Useful Lives	5 years
Computers, equipment and software
Property, Plant and Equipment [Line Items]
Total	$ 897,000		835,000
Computers, equipment and software \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	3 years
Computers, equipment and software \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Lives	5 years
Office furniture
Property, Plant and Equipment [Line Items]
Total	$ 678,000		678,000
Estimated Useful Lives	5 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total	$ 3,156,000	$ 2,800,000	$ 289,000

RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2021

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 13: RELATED PARTY TRANSACTIONS

The following table sets forth related party transaction expenses recorded for the three months ended March 31, 2021 and 2020, respectively.


	For the Three Months Ended
	March 31,
	2021		2020
Baylor College of Medicine	$	422,000	$	235,000
Bio-Techne Corporation		46,000		20,000
Total Research and development	$	468,000	$	255,000

Agreements with The Baylor College of Medicine (“BCM”).

In November 2018 and February 2020, the Company entered in Sponsored Research Agreements with BCM, which provided for the conduct of research for the Company by credentialed personnel at BCM’s Center for Cell and Gene Therapy.

In September 2019, the Company entered in a Clinical Supply Agreement with BCM, which provided for BCM to provide to the Company multi tumor antigen specific products.

In October 2019, the Company entered in a Workforce Grant Agreement with BCM, which provided for BCM to provide to the Company manpower costs of projects for manufacturing, quality control testing and validation run activities.

In August 2020, the Company entered in a Clinical Trial Agreement with BCM, which provided for BCM to provide to the Company investigator-initiated research studies.

Purchases from Bio-Techne Corporation.

The Company is currently utilizing Bio-Techne Corporation and two of its brands for the purchases of reagents, primarily cytokines. Mr. David Eansor is a member of the Company’s board of directors and is serving as the President of the Protein Sciences Segment of Bio-Techne Corporation.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid- in Capital	Accumulated Deficit	Total
Beginning Balance at Dec. 31, 2019	$ 45,728	$ 371,573,909	$ (327,533,414)	$ 44,086,223
Beginning Balance, Shares at Dec. 31, 2019	45,728,831
Warrants exercised for cash	$ 459	549,541	0	550,000
Warrants exercised for cash, shares	458,334
Issuance of common stock as commitment fee for future financing	$ 345	(345)	0	0
Issuance of common stock as commitment fee for future financing (Shares)	345,357
Stock-based compensation	$ 0	1,344,592	0	1,344,592
Stock-based compensation (in shares)	0
Net loss	$ 0	0	(6,485,644)	(6,485,644)
Ending Balance at Mar. 31, 2020	$ 46,532	373,467,697	(334,019,058)	39,495,171
Ending Balance, Shares at Mar. 31, 2020	46,532,522
Beginning Balance at Dec. 31, 2020	$ 50,731	383,533,326	(356,239,484)	27,344,573
Beginning Balance, Shares at Dec. 31, 2020	50,731,072
Issuance of common stock for cash (net of offering costs of $3.9 million)	$ 32,283	52,520,475		52,552,758
Issuance of common stock for cash (net of offering costs of $3.9 million), Shares	32,282,857
Stock-based compensation	$ 0	1,377,038	0	1,377,038
Stock-based compensation (in shares)	0
Net loss	$ 0	0	(8,779,450)	(8,779,450)
Ending Balance at Mar. 31, 2021	$ 83,014	$ 437,430,839	$ (365,018,934)	$ 72,494,919
Ending Balance, Shares at Mar. 31, 2021	83,013,929

STOCK-BASED COMPENSATION - Stock Option Activity (Details) - Stock option - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Number of Shares Outstanding, Beginning Balance	6,001,814
Number of Shares, Granted	1,520,000
Number of Shares, Cancelled / Expired	(31,623)
Number of Shares Outstanding, Ending Balance	7,490,191	6,001,814
Number of Shares, Options vested and exercisable	2,977,761
Weighted Average Exercise Price per Share Outstanding, Beginning Balance	$ 6.22
Weighted Average Exercise Price per Share, Granted	3.12
Weighted Average Exercise Price per Share, Cancelled / Expired	5.07
Weighted Average Exercise Price per Share Outstanding, Ending Balance	5.59	$ 6.22
Weighted Average Exercise Price, Options vested and exercisable	$ 7.10
Total Intrinsic Value Outstanding	$ 333,000
Total Intrinsic Value, Options vested and exercisable	$ 44,000
Weighted Average Remaining Contractual Life, Outstanding	8 years 4 months 24 days	8 years 3 months 18 days
Weighted Average Remaining Contractual Life, Options granted	9 years 9 months 18 days
Weighted Average Remaining Contractual Life, Options vested and exercisable	7 years 9 months 18 days

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Millions	Mar. 31, 2021	Dec. 31, 2020
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock shares authorized	5.0	5.0
Preferred stock issued	0.0	0.0
Preferred stock outstanding	0.0	0.0
Common stock shares par value	$ 0.001	$ 0.001
Common stock shares authorized	150.0	150.0
Common stock shares issued	83.0	50.7
Common stock shares outstanding	83.0	50.7

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	Apr. 30, 2021
Cover
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-37939
Document Period End Date	Mar. 31, 2021
Entity Registrant Name	MARKER THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	45-4497941
Entity Address, Address Line One	3200 Southwest Freeway
Entity Address, Address Line Two	Suite 2500
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77027
City Area Code	713
Local Phone Number	400-6400
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MRKR
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		83,013,929
Entity Central Index Key	0001094038
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false

OTHER RECEIVABLE

3 Months Ended

Mar. 31, 2021

OTHER RECEIVABLE

OTHER RECEIVABLE

NOTE 6: OTHER RECEIVABLES

Pursuant to the Company’s lease agreement for its manufacturing facility, the Company incurred and paid for the construction invoices directly for both the structural improvements of the facility and the building of the manufacturing modular cleanroom (i.e. leasehold improvements and manufacturing equipment). In accordance with the agreement, upon completion of the facility’s construction, the Company was owed up to $1.0 million as reimbursement, and as such a landlord receivable was recorded, which provides for a legal right to receive construction reimbursements from the landlord for tenant improvement allowances. During the fiscal year ended 2020, the Company recorded a $1.0 million receivable in its condensed consolidated financial statements. The Company received the $1.0 million reimbursement in April 2021.

NET LOSS PER SHARE - Computation of loss per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Numerator:
Net loss	$ (8,779,450)	$ (6,485,644)
Denominator:
Weighted average common shares outstanding	56,470,247	46,084,383
Net loss per share:
Basic and diluted	$ (0.16)	$ (0.14)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

3 Months Ended

Mar. 31, 2021

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

NOTE 9: ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following as of March 31, 2021 and December 31, 2020, respectively:


	March 31,		December 31,
	2021		2020
Accounts payable	$	1,888,000	$	2,935,000
Compensation and benefits		827,000		1,694,000
Professional fees		483,000		875,000
Technology license fees		80,000		105,000
Other		396,000		404,000
Total accounts payable and accrued liabilities	$	3,674,000	$	6,013,000

STOCKHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2021

STOCKHOLDERS' EQUITY

Schedule of share purchase warrants


				Weighted Average
	Number of	Weighted Average		Remaining Contractual	Total Intrinsic
	Warrants	Exercise Price		Life (in years)	Value
Balance - January 1, 2021	20,830,000	$	4.47	2.60	$	—
Balance - March 31, 2021	20,830,000	$	4.47	2.36		—

STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2021

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 12: STOCK-BASED COMPENSATION

Stock Options

2021 Equity Incentive Awards

On February 10, 2021, pursuant to the Company’s 2020 Equity Incentive Plan, the compensation committee of the Company’s board of directors approved a total of 740,000 options to purchase the Company’s common stock as equity-based incentive awards to the Company’s executive officers, other than the Chief Executive Officer. Each option award was granted with an exercise price of $3.29 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on February 10, 2021, with the option award vesting in 48 equal monthly installments over a four-year period, subject to such executive officer’s continued service on the applicable vesting date. Additionally, on February 10, 2021, the compensation committee of the Company’s board of directors approved a total of 260,000 options to purchase the Company’s common stock to non-executive employees of the Company as equity-based incentive awards. Each option award was granted with an exercise price of $3.29 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on February 10, 2021, with the option award vesting in 48 equal monthly installments over a four-year period, subject to such employee’s continued service on the applicable vesting date.

On February 11, 2021, upon the recommendation of the compensation committee and pursuant to the Company’s 2020 Equity Incentive Plan, the Company’s board of directors approved a total of 430,000 options to purchase the Company’s common stock as (equity-based incentive awards to the Company’s Chief Executive Officer. The option award was granted with an exercise price of $3.06 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on February 11, 2021, with the option award vesting in 48 equal monthly installments over a four-year period, subject to such Chief Executive Officer’s continued service on the applicable vesting date.

The above awards were in addition to 90,000 stock option awards issued during the three months ended March 31, 2021 to new employees upon their commencement of employment with the Company. Each option award was granted with an exercise price of $1.47 per share, the closing price of the Company’s common stock on the Nasdaq Global Market on January 4, 2021, with 25% of the option award vesting in one year and the remaining 75% vesting in 36 equal monthly installments thereafter over a three-year period, subject to such employee's continued service on the applicable vesting date.

A summary of the Company’s stock option activity is as follows:


						Weighted Average
						Remaining
		Weighted Average		Total Intrinsic		Contractual
	Number of Shares	Exercise Price		Value		Life (in years)
Outstanding as of January 1, 2021	6,001,814	$	6.22	$	—	8.3
Granted	1,520,000		3.12		—	9.8
Canceled / Expired	(31,623)		5.07		—	—
Outstanding as of March 31, 2021	7,490,191	$	5.59	$	333,000	8.4
Options vested and exercisable	2,977,761	$	7.10	$	44,000	7.8

The Black-Scholes option pricing model is used to estimate the fair value of stock options granted under the Company’s share-based compensation plans. The weighted average assumptions used in calculating the fair values of stock options that were granted during the three months ended March 31, 2021 was as follows:


	For the Three Months Ended
	March 31, 2021
Exercise price	$	3.12
Expected term (years)		6.0
Expected stock price volatility		95	%
Risk-free rate of interest		1	%
Expected dividend rate		0	%

The following table sets forth stock-based compensation expenses recorded during the respective periods:


	For the Three Months Ended
	March 31,
	2021		2020
Stock Compensation expenses:
Research and development	$	696,000	$	781,000
General and administrative		681,000		564,000
Total stock compensation expenses	$	1,377,000	$	1,345,000

As of March 31, 2021, the total stock-based compensation cost related to unvested awards not yet recognized was $12.7 million. The expected weighted average period compensation costs to be recognized was approximately 2.5 years. Future option grants will impact the compensation expense recognized.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2021

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Schedule of accounts payable and accrued liabilities


	March 31,		December 31,
	2021		2020
Accounts payable	$	1,888,000	$	2,935,000
Compensation and benefits		827,000		1,694,000
Professional fees		483,000		875,000
Technology license fees		80,000		105,000
Other		396,000		404,000
Total accounts payable and accrued liabilities	$	3,674,000	$	6,013,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Operating expenses:
Research and development	$ 5,643,029	$ 3,816,618
General and administrative	3,137,958	2,826,995
Total operating expenses	8,780,987	6,643,613
Loss from operations	(8,780,987)	(6,643,613)
Other income (expense):
Change in fair value of warrant liabilities	0	31,000
Interest income	1,537	126,969
Net loss	$ (8,779,450)	$ (6,485,644)
Net loss per share, basic and diluted	$ (0.16)	$ (0.14)
Weighted average number of common shares outstanding, basic and diluted	56,470,247	46,084,383

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash Flows from Operating Activities:
Net loss	$ (8,779,450)	$ (6,485,644)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization	502,743	35,265
Changes in fair value of warrant liabilities	0	(31,000)
Stock-based compensation	1,377,038	1,344,592
Amortization on right-of-use assets	251,626	47,361
Changes in operating assets and liabilities:
Prepaid expenses and deposits	95,000	(189,650)
Other receivables	(308)	31,584
Accounts payable and accrued expenses	(2,442,581)	1,197,613
Lease liability	(64,329)	(49,187)
Net cash used in operating activities	(9,060,261)	(4,099,066)
Cash Flows from Investing Activities:
Purchase of property and equipment	(441,134)	(99,821)
Net cash used in investing activities	(441,134)	(99,821)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock, net	52,656,588	0
Proceeds from exercise of warrants	0	550,000
Net cash provided by financing activities	52,656,588	550,000
Net increase (decrease) in cash	43,155,193	(3,648,887)
Cash and cash equivalents at beginning of the period	21,352,382	43,903,949
Cash and cash equivalents at end of the period	64,507,575	40,255,062
Supplemental schedule of non-cash financing activities:
Offering cost not yet paid	103,830	0
Reclassifications between construction in progress and fixed assets	6,789,098	0
Issuance of common stock as commitment fee for future financing	$ 0	$ 345

STOCKHOLDERS' EQUITY - Additional Information (Details) - USD ($)			3 Months Ended
	Mar. 16, 2021	Mar. 11, 2021	Mar. 31, 2021	Mar. 31, 2020
Common Stock Capital Shares Reserved For Future Issuance [Line Items]
Number of shares issued	32,282,857
Proceeds from issuance of common stock, net	$ 52,600,000		$ 52,656,588	$ 0
Aggregate proceeds from shares issued under the purchase agreement			$ 52,552,758
Underwritten Public Offering
Common Stock Capital Shares Reserved For Future Issuance [Line Items]
Number of shares authorized to issue and sell		28,572,000
Share price		$ 1.75
Option period		30 days
Number of additional shares authorized to issue and sell		4,285,800
Number of additional shares issued		3,710,857
Number of shares issued		32,282,857
Proceeds from issuance of common stock, net		$ 52,600,000

NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2021

NET LOSS PER SHARE

NET LOSS PER SHARE

NOTE 5: NET LOSS PER SHARE

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock.

The following table sets forth the computation of net loss per share for the three months ended March 31, 2021 and 2020, respectively:


	For the Three Months Ended
	March 31,
	2021		2020
Numerator:
Net loss	$	(8,779,450)	$	(6,485,644)

Denominator:
Weighted average common shares outstanding		56,470,247		46,084,383

Net loss per share:
Basic and diluted	$	(0.16)	$	(0.14)

The following securities, rounded to the nearest thousand, were not included in the diluted net loss per share calculation because their effect was anti-dilutive for the periods presented:


	For the Three Months Ended
	March 31,
	2021	2020
Common stock options	7,490,000	6,291,000
Common stock purchase warrants	20,830,000	21,381,000
Potentially dilutive securities	28,320,000	27,672,000

NATURE OF OPERATIONS

3 Months Ended

Mar. 31, 2021

NATURE OF OPERATIONS

NATURE OF OPERATIONS

NOTE 1: NATURE OF OPERATIONS

Marker Therapeutics, Inc., a Delaware corporation (the “Company” or “we”), is a clinical-stage immuno-oncology company specializing in the development and commercialization of novel T cell-based immunotherapies and innovative peptide-based vaccines for the treatment of hematological malignancies and solid tumor indications. The Company’s MultiTAA T cell technology is based on the selective expansion of non-engineered, tumor-specific T cells that recognize tumor associated antigens, which are tumor targets, and kill tumor cells expressing those targets. These T cells are designed to recognize multiple tumor targets to produce broad spectrum anti-tumor activity.

LEASES

3 Months Ended

Mar. 31, 2021

LEASES

LEASES

NOTE 8: LEASES

The Company leases manufacturing, research and administrative facilities under operating leases. The Company evaluates its contracts to determine if an arrangement is a lease at inception and classify it as a finance or operating lease. Currently, all of the Company’s leases are classified as operating leases. Leased assets and corresponding liabilities are recognized based on the present value of the lease payments over the lease term. The lease terms may include options to extend when it is reasonably certain that the Company will exercise that option.

Topic ASC 842 requires the Company to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. Right-of-use assets are recorded in other assets on the Company’s condensed consolidated balance sheets. Current and non-current lease liabilities are recorded in other accruals within current liabilities and other non-current liabilities, respectively, on its condensed consolidated balance sheets. Costs associated with operating leases are recognized on a straight-line basis within operating expenses over the term of the lease.

As of March 31, 2021, the Company had total operating lease liabilities of approximately $12.2 million and right-of-use assets of approximately $10.6 million, which were included in the condensed consolidated balance sheet.

Such leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees. Certain of the Company’s leases include renewal options and escalation clauses; renewal options have not been included in the calculation of the lease liabilities and right-of-use assets as the Company is not reasonably certain to exercise the options. Variable expenses generally represent the Company’s share of the landlord’s operating expenses. The Company does not act as a lessor or have any leases classified as financing leases.

The following summarizes quantitative information about the Company’s operating leases for the three months ended March 31, 2021 and 2020, respectively:


	For the Three Months Ended
	March 31,
	2021			2020
Operating lease expense summary:
Operating lease expense	$	425,000		$	55,000
Short-term lease expense		—			19,000
Variable lease expense		133,000			15,000
Total	$	558,000		$	89,000

Other information:
Operating cash flows - operating leases	$	238,000		$	57,000
Weighted-average remaining lease term – operating leases		9.1			1.5
Weighted-average discount rate as of adoption date – operating leases		5.7	%		6.8	%

Maturities of our operating leases, excluding short-term leases, are as follows:


Nine months ended December 31, 2021	$	839,000
Year ended December 31, 2022		1,278,000
Year ended December 31, 2023		1,542,000
Year ended December 31, 2024		1,826,000
Year ended December 31, 2025		1,874,000
Thereafter		8,772,000
Total		16,131,000
Less present value discount		(3,938,000)
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2021	$	12,193,000

BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2021

BASIS OF PRESENTATION

BASIS OF PRESENTATION

NOTE 2: BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of such interim results.

The results for the condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, 2021 or for any future interim period. The condensed consolidated balance sheet at March 31, 2021 has been derived from unaudited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2020 and notes thereto included in the Company’s annual report on Form 10-K filed on March 9, 2021.

STOCKHOLDERS' EQUITY - Share Purchase Warrants (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
STOCKHOLDERS' EQUITY
Number of Warrants, Beginning balance	20,830,000
Number of Warrants, Ending balance	20,830,000	20,830,000
Weighted Average Exercise Price, Beginning Balance	$ 4.47
Weighted Average Exercise Price, Ending Balance	$ 4.47	$ 4.47
Weighted Average Remaining Contractual Life (in years)	2 years 4 months 9 days	2 years 7 months 6 days

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) $ in Millions	3 Months Ended
	Mar. 31, 2021 USD ($)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Offering costs	$ 3.9

RELATED PARTY TRANSACTIONS (Tables)

3 Months Ended

Mar. 31, 2021

RELATED PARTY TRANSACTIONS

The following table sets forth related party transaction expenses recorded for the three months ended March 31, 2021 and 2020, respectively.


	For the Three Months Ended
	March 31,
	2021		2020
Baylor College of Medicine	$	422,000	$	235,000
Bio-Techne Corporation		46,000		20,000
Total Research and development	$	468,000	$	255,000

LEASES (Tables)

3 Months Ended

Mar. 31, 2021

LEASES

Schedule of quantitative information about operating leases


	For the Three Months Ended
	March 31,
	2021			2020
Operating lease expense summary:
Operating lease expense	$	425,000		$	55,000
Short-term lease expense		—			19,000
Variable lease expense		133,000			15,000
Total	$	558,000		$	89,000

Other information:
Operating cash flows - operating leases	$	238,000		$	57,000
Weighted-average remaining lease term – operating leases		9.1			1.5
Weighted-average discount rate as of adoption date – operating leases		5.7	%		6.8	%

Schedule of maturities of operating leases


Nine months ended December 31, 2021	$	839,000
Year ended December 31, 2022		1,278,000
Year ended December 31, 2023		1,542,000
Year ended December 31, 2024		1,826,000
Year ended December 31, 2025		1,874,000
Thereafter		8,772,000
Total		16,131,000
Less present value discount		(3,938,000)
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2021	$	12,193,000

STOCK-BASED COMPENSATION - Stock-based compensation expenses (Details) - USD ($)	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Total stock compensation expenses	$ 1,377,038	$ 1,344,592
Research and development
Total stock compensation expenses	696,000	781,000
General and administrative
Total stock compensation expenses	$ 681,000	$ 564,000

STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions				3 Months Ended
	Feb. 11, 2021	Feb. 10, 2021	Jan. 04, 2021	Mar. 31, 2021
Exercise price				$ 3.12
Compensation cost not yet recognized				$ 12.7
Compensation cost not yet recognized, period for recognition				2 years 6 months
2020 Equity Incentive Plan \| Chief Executive Officer
Exercise price of options granted	$ 3.06
2021 Equity Incentive Awards \| Employees
Exercise price				$ 1.47
Award vesting period			3 years
Number of options to purchase shares				90,000
Vesting percentage			25.00%	75.00%
2021 Equity Incentive Awards \| 2020 Equity Incentive Plan \| Executive officer
Number of Shares, Granted		740,000
Exercise price		$ 3.29
Award vesting period		4 years
2021 Equity Incentive Awards \| 2020 Equity Incentive Plan \| Non-executive employees
Number of Shares, Granted		260,000
Exercise price		$ 3.29
Award vesting period		4 years
2021 Equity Incentive Awards \| 2020 Equity Incentive Plan \| Chief Executive Officer
Number of options to purchase shares	430,000

STOCKHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2021

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 11: STOCKHOLDERS’ EQUITY

Common Stock Transactions

Underwritten Public Offering

On March 11, 2021, the Company entered into an underwriting agreement with Piper Sandler & Co., as representative of the several underwriters, to issue and sell 28,572,000 shares of common stock of the Company in an underwritten public offering. The offering price to the public was $1.75 per share. In addition, the Company granted the underwriters an option to purchase, for a period of 30 days, up to an additional 4,285,800 shares of common stock, which such option was partially exercised with respect to 3,710,857 shares. An aggregate of 32,282,857 shares of the Company’s common stock was issued for net proceeds of $52.6 million.

Share Purchase Warrants

A summary of the Company’s share purchase warrants as of March 31, 2021 and changes during the period is presented below:


				Weighted Average
	Number of	Weighted Average		Remaining Contractual	Total Intrinsic
	Warrants	Exercise Price		Life (in years)	Value
Balance - January 1, 2021	20,830,000	$	4.47	2.60	$	—
Balance - March 31, 2021	20,830,000	$	4.47	2.36		—

OTHER RECEIVABLE (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2020
OTHER RECEIVABLE
Reimbursements	$ 1,000,000.0
Other receivables	$ 1,000,867	$ 1,000,559

LEASES - Maturities of Operating Leases (Details)	Mar. 31, 2021 USD ($)
LEASES
Nine months ended December 31, 2021	$ 839,000
Year ended December 31, 2022	1,278,000
Year ended December 31, 2023	1,542,000
Year ended December 31, 2024	1,826,000
Year ended December 31, 2025	1,874,000
Thereafter	8,772,000
Total	16,131,000
Less present value discount	(3,938,000)
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2021	$ 12,193,000