What changed in this filing

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Item 9A. Controls and Procedures

2021-03-09 compared with 2020-03-12 · 408 added, 999 removed, 401 unchanged (78% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and

We have established disclosure

controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934.

supervision and with the participation of our management, we conducted an evaluation of the effectiveness of our disclosure

controls and procedures as of December 31, 2019 to ensure that the information required to be disclosed by us in the reports

that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the

time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or

submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal

executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

Our management, with participation of our principal executive officer and principal financial officer, has evaluated the

effectiveness of our disclosure controls and procedures as of December 31, 2019.

Based on that evaluation, our principal

executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of

December 31, 2019 to provide reasonable assurance that the information required to be disclosed

by us in this Annual Report was (a) reported within the time periods specified by SEC rules and regulations and (b)

communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions

regarding any required disclosure.

Management’s Report on Internal

Control Over Financial Reporting and Report of Independent Registered Public Accounting Firm

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and

Under the supervision and with the participation of our management, including our principal executive, financial and

accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December

31, 2019 based on the framework in Internal Control—Integrated Framework 2013 issued by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO).

Based on that evaluation, our management concluded that our internal control over financial

reporting was effective as of December 31, 2019.

Our independent registered public accounting

firm, Marcum LLP, has issued an attestation report on our internal control over financial reporting.

The report on the audit of

internal control over financial reporting is included in Part II, Item 8 of this Annual Report on Form 10-K.

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934.

Under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2020 to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

Our management, with participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2020.

Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2020 to provide reasonable assurance that the information required to be disclosed by us in this Annual Report was (a) reported within the time periods specified by SEC rules and regulations and (b) communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding any required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of our management, including our principal executive, financial and accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020 based on the framework in Internal Control—Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2020.

Cybersecurity

We utilize information technology for internal

and external communications with vendors, clinical sites, banks, investors and shareholders.

Loss, disruption or compromise of

these systems could significantly impact operations and results.

We are not aware of any material cybersecurity

violation or occurrence.

We believe our efforts toward prevention of such violation or occurrence, including system design and

controls, processes and procedures, training and monitoring of system access, limit, but may not prevent unauthorized access to

Other than temporary disruption to operations

that may be caused by a cybersecurity breach, we consider cash transactions to be the primary risk for potential loss.

financial institution take steps to minimize the risk by requiring multiple levels of authorization and other controls.

Changes in Internal Control Over Financial

There were no changes in our internal

control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended December

31, 2019 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness

of Internal Controls

In designing and evaluating the

disclosure controls and procedures, management does not expect that our internal control over financial reporting will

prevent or detect all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only

reasonable, not absolute, assurance that the objectives of the control systems are met.

Further, the design of a control

system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to

The design of any disclosure controls and procedures also is based in part upon certain assumptions about the

likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under

all potential future conditions.

Our management, including our Chief Executive Officer and Chief Financial Officer, believes

that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable

assurance of achieving their objectives and are effective at the reasonable assurance level.

However, our management does not

expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors

and all fraud.

We utilize information technology for internal and external communications with vendors, clinical sites, banks, investors and shareholders.

Loss, disruption or compromise of these systems could significantly impact operations and results.

We are not aware of any material cybersecurity violation or occurrence.

We believe our efforts toward prevention of such violation or occurrence, including system design and controls, processes and procedures, training and monitoring of system access, limit, but may not prevent unauthorized access to our systems.

Other than temporary disruption to operations that may be caused by a cybersecurity breach, we consider cash transactions to be the primary risk for potential loss.

We and our financial institution take steps to minimize the risk by requiring multiple levels of authorization and other controls.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the fiscal quarter ended December 31, 2020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Internal Controls

In designing and evaluating the disclosure controls and procedures, management does not expect that our internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level.

However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud.

OTHER INFORMATION

Award of 2019 Performance Bonuses and 2020 Equity Incentive

On March 10, 2020, upon the recommendation of the compensation

committee and pursuant to our 2014 Omnibus Stock Ownership Plan, our board of directors approved options to purchase our common

stock as (i) performance bonuses for 2019 performance and (ii) equity-based incentive awards to our executive officers, as follows:

Name and Title

Number of Shares of Common Stock Underlying 2019 Performance Bonus Award

Number of Shares of Common Stock Underlying 2020 Equity Incentive Award

President and Chief Executive Officer

Chief Financial Officer

Chief Development Officer

Mythili Koneru

Chief Medical Officer

Michael Loiacono

Chief Accounting Officer

Nadia Agopyan

Vice President, Regulatory Affairs

Gerald Garrett

Vice President, Clinical Operations

Vice President, Research & Development

Anna Szymanska

Vice President, Quality

Each option award was granted with an exercise price of $2.12

per share, the closing price of our common stock on the Nasdaq Global Market on March 10, 2020, 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.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item and

not set forth below will be set forth in the sections headed “Election of Directors,”

“Management and Named Executive

Officers”

and “Section 16(a) Beneficial Ownership Reporting Compliance”

in our definitive proxy statement for

our 2019 Annual Meeting of Stockholders, or our Proxy Statement, to be filed with the SEC within 120 days after the end of the

fiscal year ended December 31, 2019, and is incorporated herein by reference.

We have adopted a written code of business

conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal

financial and accounting officer or controller, or persons performing similar functions, known as the Code of Ethics and Business

The Code of Ethics and Business Conduct is available on our website at www.markertherapeutics.com under the Corporate

Governance section of our Investors page.

If we make any substantive amendments to, or grant any waivers from, the code of business

conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a

current report on Form 8-K.

The information required by this item and not set forth below will be set forth in the sections headed “Election of Directors,” “Management and Named Executive Officers” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement for our 2020 Annual Meeting of Stockholders, or our Proxy Statement, to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020 and is incorporated herein by reference.

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial and accounting officer or controller, or persons performing similar functions, known as the Code of Ethics and Business Conduct.

The Code of Ethics and Business Conduct is available on our website at www.markertherapeutics.com under the Corporate Governance section of our Investors page.

If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

EXECUTIVE COMPENSATION

The information required by this item will

be set forth in the section headed “Executive Compensation-Compensation Discussion and Analysis”

in our Proxy Statement

and is incorporated herein by reference.

The information required by this item will be set forth in the section headed “Executive Compensation-Compensation Discussion and Analysis” in our Proxy Statement and is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item will

be set forth in the section headed “Equity Compensation Plan Information”

and “Security Ownership of Management

and Certain Beneficial Owners”

in our Proxy Statement and is incorporated herein by reference.

The information required by Item 201(d) of Regulation S-K will

be set forth in the section headed “Executive Compensation-Compensation Discussion and Analysis”

and “Board of

Directors and Corporate Governance”

in our Proxy Statement and is incorporated herein by reference.

The information required by this item will be set forth in the section headed “Equity Compensation Plan Information” and “Security Ownership of Management and Certain Beneficial Owners” in our Proxy Statement and is incorporated herein by reference.

The information required by Item 201(d) of Regulation S-K will be set forth in the section headed “Executive Compensation-Compensation Discussion and Analysis” and “Board of Directors and Corporate Governance” in our Proxy Statement and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this item will

be set forth in the section headed “Certain Relationships and Related Transactions”

and “Board of Directors and

Corporate Governance”

in our Proxy Statement and is incorporated herein by reference.

The information required by this item will be set forth in the section headed “Certain Relationships and Related Transactions” and “Board of Directors and Corporate Governance” in our Proxy Statement and is incorporated herein by reference.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item will

be set forth in the section headed “Independent Auditors’

Fees and Services”

in our Proxy Statement and is incorporated

herein by reference.

The information required by this item will be set forth in the section headed “Independent Auditors’ Fees and Services” in our Proxy Statement and is incorporated herein by reference.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) The documents filed

as part of this report are as follows:

financial statements and accompanying report of independent registered public accounting firm are set forth immediately following

the signature page of this report on pages F-1 through F-27.

All financial statement

schedules are omitted because they are inapplicable, not required or the information is included elsewhere in the financial statements

or the notes thereto.

The following

is a list of exhibits filed as part of this Annual Report on Form 10-K.

(a) The documents filed as part of this report are as follows:

The financial statements and accompanying report of independent registered public accounting firm are set forth immediately following the signature page of this report on pages F-1 through F-21.

All financial statement schedules are omitted because they are inapplicable, not required or the information is included elsewhere in the financial statements or the notes thereto.

The following is a list of exhibits filed as part of this Annual Report on Form 10-K.

EXHIBIT INDEX

15 unchanged sentences

Form of Amended Series E Warrant

Incorporated by Reference

Exhibit description

Form of Amended Series A-1 Warrant

23 unchanged sentences

2009 Stock Incentive Plan*

Incorporated by Reference

Exhibit description

2014 Omnibus Stock Ownership Plan, as amended through August 29, 2017*

Amendment to 2014 Omnibus Stock Ownership Plan, as amended *

Form of Stock Option Award Agreement –Employee*

Form of Stock Option Award Agreement –

Non-Employee Director*

Form of Stock Option Award Agreement –

Form of Restricted Stock Award Agreement –

Form of Stock Option Award Agreement –Employee*

Form of Stock Option Award Agreement – Non-Employee Director*

Form of Stock Option Award Agreement – Consultant*

Form of Restricted Stock Award Agreement – Consultant*

Employment Agreement between TapImmune Inc.

16 unchanged sentences

and Mythili Koneru, dated February 6, 2019.*

Marker Therapeutics, Inc.

2020 Equity Incentive Plan

Incorporated by Reference

Exhibit description

Form of Stock Option Grant Notice and Stock Option Agreement under the Marker Therapeutics, Inc.

2020 Equity Incentive Plan.

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the Marker Therapeutics, Inc.

2020 Equity Incentive Plan.

List of Subsidiaries

13 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase Document

management contract or compensatory plan or arrangement.

** Confidential

treatment has been granted as to certain portions of this exhibit pursuant to Rule 406 of the Securities Act of 1933, as amended,

or Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

of this exhibit (indicated by asterisks) have been omitted pursuant to a request for conditional treatment and this exhibit has

been submitted separately with the SEC.

* Executive management contract or compensatory plan or arrangement.

** Confidential treatment has been granted as to certain portions of this exhibit pursuant to Rule 406 of the Securities Act of 1933, as amended, or Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

*** Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for conditional treatment and this exhibit has been submitted separately with the SEC.

# These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C.

Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 and 15 (d) of the

Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto

duly authorized.

Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 9, 2021

5 unchanged sentences

POWER OF ATTORNEY

Each of the undersigned officers and directors

of Marker Therapeutics, Inc., hereby constitutes and appoints Peter Hoang and Anthony Kim, their true and lawful attorney-in-fact

and agent, for them and in their name, place and stead, in any and all capacities, to sign their name to any and all amendments

to this Report on Form 10-K, and other related documents, and to cause the same to be filed with the Securities and Exchange Commission,

granting unto said attorneys, full power and authority to do and perform any act and thing necessary and proper to be done in the

premises, as fully to all intents and purposes as the undersigned could do if personally present, and the undersigned for himself

hereby ratifies and confirms all that said attorney shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on March 12, 2020 on behalf of the registrant

and in the capacities indicated.

Each of the undersigned officers and directors of Marker Therapeutics, Inc., hereby constitutes and appoints Peter Hoang and Anthony Kim, their true and lawful attorney-in-fact and agent, for them and in their name, place and stead, in any and all capacities, to sign their name to any and all amendments to this Report on Form 10-K, and other related documents, and to cause the same to be filed with the Securities and Exchange Commission, granting unto said attorneys, full power and authority to do and perform any act and thing necessary and proper to be done in the premises, as fully to all intents and purposes as the undersigned could do if personally present, and the undersigned for himself hereby ratifies and confirms all that said attorney shall lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on March 9, 2021 on behalf of the registrant and in the capacities indicated.

/s/ Peter Hoang

17 unchanged sentences

March 9, 2021

MARKER THERAPETUICS, INC.

MARKER THERAPEUTICS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2019

DECEMBER 31, 2020 AND DECEMBER 31, 2019

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Consolidated Statements of Operations

Consolidated Statements of Stockholders’

Equity (Deficit)

Consolidated Statements of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Marker Therapeutics, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet s of Marker Therapeutics, Inc.

(the “Company”) as of December 31, 2019 and 2018, the related consolidated

statements of operations, stockholders’

equity (deficit) and cash flows for each of the two years in the period ended December

31, 2019, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and

the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019, in conformity

with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with

the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control

over financial reporting as of December 31, 2019, based on the criteria established in Internal Control - Integrated Framework

issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013 and our report dated March 12, 2020 ,

expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We have audited the accompanying consolidated balance sheet of Marker Therapeutics, Inc.

(the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph - Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

We conducted our audit s in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audit s to obtain reasonable assurance

about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit s included

performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud,

and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit s also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit s provide a reasonable basis for our opinion.

/s/ Marcum llp

We have served as the Company’s auditor since 2014.

March 12, 2020

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Stockholders and Board

of Directors of

Marker Therapeutics, Inc.

on Internal Control over Financial Reporting

audited Marker Therapeutics, Inc.'s (the “Company”) internal control over financial reporting as of December 31, 2019,

based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over

financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”),

the consolidated balance sheet s as of December 31, 2019 and 2018 and the related consolidated statements of operations,

stockholders’ equity (deficit), and cash flows and the related notes for each of the two years in the period ended December

31, 2019 of the Company, and our report dated March 12, 2020 expressed an unqualified opinion on those financial statements.

The Company's

management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness

of internal control over financial reporting, included in the accompanying “Management Annual Report on Internal Control

over Financial Reporting”.

Our responsibility is to express an opinion on the Company's internal control over financial

reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with

respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial

reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness

of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary

in the circumstances.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

and Limitations of Internal Control over Financial Reporting

internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only

in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention

or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material

effect on the financial statements.

of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

Critical Audit Matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Marcum LLP

We have served as the Company’s auditor since 2014.

March 9, 2021

therapeutics, INC.

BALANCE SHEETS

MARKER THERAPEUTICS, INC.

CONSOLIDATED BALANCE SHEETS

Current assets:

2 unchanged sentences

Interest receivable

Other receivable

Total current assets

1 unchanged sentence

Property, plant and equipment, net

Construction in progress

Right-of-use assets, net

20 unchanged sentences

Total liabilities and stockholders' equity

The accompanying notes are an integral part

of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

MARKER THERAPEUTICS, INC.

3 unchanged sentences

Operating expenses:

Research and development - intellectual property acquired

Research and development

11 unchanged sentences

Weighted average number of common shares outstanding

The accompanying notes are an integral

part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

MARKER THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

EQUITY (DEFICIT)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Additional Paid-

Stockholders'

1 unchanged sentence

( 306,105,450 )

$ (157,420,027 )

of common stock for research and development intellectual property

Issuance of common stock and warrants in private placement

Fees and legal costs relating to private placement

Stock options exercised for cash

Stock warrants exercised for cash

Warrants exercised for cash

Stock warrants cashless exercised

Stock-based compensation

Repurchase of common stock to pay for employee withholding taxes

Fair value of repriced warrants as inducement

( 21,427,964 )

2 unchanged sentences

( 327,533,414 )

Stock options exercised for cash

Issuance common stock for cash

Warrants exercised for cash

Stock warrants cashless exercised

Issuance of common stock as commitment fee for future financing

Stock-based compensation

3 unchanged sentences

( 356,239,484 )

$ (327,533,414 )

The accompanying notes are an integral part

of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

MARKER THERAPEUTICS, INC.

9 unchanged sentences

Amortization on right-of-use assets

Research and development - intellectual property acquired

Changes in operating assets and liabilities:

Prepaid expenses and deposits

( 1,384,725 )

Interest receivable

6 unchanged sentences

Purchase of property and equipment

( 3,638,849 )

Purchase of construction in progress

( 6,789,098 )

Net cash used in investing activities

( 10,427,947 )

Cash Flows from Financing Activities:

Proceeds from issuance of common stock and warrants in private placement, net of offering costs

Proceeds from issuance of common stock

Proceeds from exercise of stock options

Proceeds from exercise of warrants, net of offering costs

Repurchase of common stock to pay for employee withholding taxes

Proceeds from exercise of warrants

Net cash provided by financing activities

Net (decrease) increase in cash

Net decrease in cash

( 22,551,567 )

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

( 17,842,799 )

Cash and cash equivalents at beginning of the period

Cash and cash equivalents at end of the period

For the Years Ended

Supplemental schedule of non-cash financing activities:

Fair value of repriced warrants as inducement

Issuance of common stock as commitment fee for future financing

Recognition of right-of-use assets and lease liability from new operating lease agreements

Stock warrants cashless exercised

The accompanying notes are an integral part

of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

MARKER THERAPEUTICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE FISCAL YEARS DECEMBER 31, 2019

FOR THE FISCAL YEARS DECEMBER 31, 2020 AND 2019

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-specific 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.

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-specific 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.

The Company was incorporated in Nevada in 1992 and reincorporated in Delaware in October 2018.

BASIS OF PRESENTATION AND MANAGEMENT PLANS

The accompanying consolidated financial

statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

reference in these footnotes to applicable guidance is meant to refer to the authoritative U.S.

generally accepted accounting principles

(“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”)

of the Financial Accounting Standards Board (“FASB”).

The Company has not generated any revenue

from product sales to date and, if the Company does not successfully obtain regulatory approval and commercialize any of its product

candidates, the Company will not be able to generate product revenue or achieve profitability.

The Company is subject to risks common

to companies in the biotechnology industry and the future success of the Company is dependent on its ability to successfully complete

the development of, and obtain regulatory approval for its product candidates, manage the growth of the organization, obtain additional

financing necessary in order to develop, launch and commercialize its product candidates, and compete successfully with other companies

in its industry.

These financial statements are presented in United States dollars and have been prepared in accordance with accounting

principles generally accepted in the United States of America (“GAAP”).

In the opinion of management, the accompanying

consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for

a fair presentation of such annual results.

SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

These consolidated financial statements

include the accounts of the Company and its wholly-owned subsidiaries, Marker Cell Therapy, Inc.

and GeneMax Pharmaceuticals Inc.

a dormant subsidiary that wholly owns GeneMax Pharmaceuticals Canada, Inc.

All significant intercompany balances and transactions

are eliminated upon consolidation.

Use of Estimates

Preparation of the Company’s consolidated

financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported

amounts and disclosures.

Accordingly, actual results could differ materially from those estimates.

Significant areas requiring

management’s estimates and assumptions include valuation allowance on deferred tax assets, determining the fair value of

stock-based compensation and stock-based transactions, the fair value of the components of the warrant liabilities and accrued

Liquidity, Financial Condition and

Management’s Plans

As of December 31, 2019, the Company had

cash and cash equivalents of approximately $43.9 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;

FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS

As of December 31, 2020, the Company had cash and cash equivalents of approximately $ 21.4 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;

successfully progress its product candidates through preclinical and clinical development;

obtain regulatory approval of one or more of its product candidates;

enforce intellectual property rights;

maintain and enforce intellectual property rights;

develop a customer base;

attract, retain and motivate qualified personnel;

and develop strategic

alliances and collaborations.

and develop strategic alliances and collaborations.

From inception, the Company has been funded by a combination of equity and debt financings.

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.

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.

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 revised clinical

and research and development plans and its revised timing expectations related to the progress of its programs, the Company expects

that its cash and cash equivalents as of December 31, 2019 will enable the Company to fund its operating expenses and capital expenditure

requirements into the second quarter of 2021.

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:

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 December 31, 2020 will enable the Company to fund its operating expenses and capital expenditure requirements into the third quarter of 2021, as such these factors raise substantial doubt regarding the Company's ability to continue as a going concern.

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;

5 unchanged sentences

● 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.

Research and Development –

Intellectual Property Acquired

The Company evaluates whether acquired

intangible assets are a business under applicable accounting standards.

Additionally, the Company evaluates whether the acquired

assets have an alternative future use.

Intangible assets that do not have alternative future use are considered acquired in-process

research and development.

When the acquired in-process research and development assets are not part of a business combination,

the value of the consideration paid is expensed on the acquisition date.

Future costs to develop these assets are recorded to research

and development expense as they are incurred.

These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

The accompanying consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business.

The consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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.

SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

Any reference in these footnotes to applicable guidance is meant to refer to the authoritative U.S.

generally accepted accounting principles (“GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Marker Cell Therapy, Inc.

and GeneMax Pharmaceuticals Inc.

– a dormant subsidiary that wholly owns GeneMax Pharmaceuticals Canada, Inc.

All significant intercompany balances and transactions are eliminated upon consolidation.

Use of Estimates

Preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures.

Accordingly, actual results could differ materially from those estimates.

Significant areas requiring management’s estimates and assumptions include valuation allowance on deferred tax assets, determining the fair value of stock-based compensation and stock-based transactions, the fair value of the components of the warrant liabilities and accrued liabilities.

Cash, Cash Equivalents and Credit Risk

The Company considers highly liquid investments

with a maturity of three months or less when purchased to be cash equivalents.

Cash and cash equivalents at December 31, 2019 consisted

of cash and certificates of deposit in institutions in the United States.

Balances at certain institutions have exceeded Federal

Deposit Insurance Corporation insured limits and U.S.

The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Cash and cash equivalents at December 31, 2020 consisted of cash and certificates of deposit in institutions in the United States.

Balances at certain institutions have exceeded Federal Deposit Insurance Corporation insured limits and U.S.

government agency securities.

The Company maintains cash in accounts

which are in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limits of $250,000.

As of December

31, 2019, approximately $0.1 million in cash was uninsured based upon the FDIC insurance coverage limits.

The Company maintains cash in accounts which are in excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limits of $ 250,000 .

As of December 31, 2020, approximately $ 2.7 million in cash was uninsured based upon the FDIC insurance coverage limits.

Property and Equipment

Leasehold improvements, furniture, equipment

and software are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the related

assets, which range from three to five years.

Leasehold improvements are amortized over the shorter of the

estimated useful life or the remaining lease term.

Leasehold improvements, furniture, equipment and software are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the related assets, which range from three to five years .

Leasehold improvements are amortized over the shorter of the estimated useful life or the remaining lease term.

Property and equipment - Construction in Progress

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 install modular cleanrooms in a manufacturing facility.

The facility's construction was completed during December 2020, and a certificate of occupancy was delivered to the Company in January 2021, and as such was placed into service in January 2021.

All costs associated with the buildout will be recorded as either manufacturing equipment and/or leasehold improvements and amortized over the estimated useful life of the asset and/or leasehold lease.

Fair Value Measurements

The Company follows Accounting Standards

Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,”

(“ASC 820”) for the Company’s

financial assets and liabilities that are re-measured and reported at fair value at each reporting period and are re-measured and

reported at fair value at least annually using a fair value hierarchy that is broken down into three levels.

Level inputs are defined

The Company follows Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” (“ASC 820”) for the Company’s financial assets and liabilities that are re-measured and reported at fair value at each reporting period and are re-measured and reported at fair value at least annually using a fair value hierarchy that is broken down into three levels.

Level inputs are defined as follows:

● Level 1 - Quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar

assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can

be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of

the assets or liabilities, financial instruments and concentration of credit risk.

● Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, financial instruments and concentration of credit risk.

Patents and Patent Application Costs

Although the Company believes that its

patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain.

Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain.

Patent costs are, therefore, expensed as incurred.

Stock-Based Compensation

The Company incurs stock-based compensation

expense related to the issuance of common stock and stock options.

The Company estimates the fair value of stock options granted

using the Black-Scholes option pricing model.

The Black-Scholes option pricing model was developed for use in estimating the fair

value of traded options, which have no vesting restrictions and are fully transferable.

In addition, option valuation models require

the input of highly subjective assumptions, including the expected stock price volatility and expected option life.

amortizes the fair value of the awards expected to vest on a straight-line basis over the requisite service period of the awards.

Expected volatility is based on historical volatility.

The expected life of options granted is based on historical expected life.

The risk-free interest rate is based on the U.S.

Treasury yield in effect at the time of grant.

The forfeiture rate is based on

historical data.

The dividend yield is based on the fact that no dividends have been paid historically and none are currently expected

to be paid in the foreseeable future:

Expected Term —

The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based

on the simplified method, which is the half-life from vesting to the end of its contractual term.

Expected Volatility —

The Company computes stock price volatility over expected terms based on its historical common stock trading prices.

Risk-Free Interest Rate —

The Company bases the risk-free interest rate on the implied yield available on U.

Treasury zero-coupon issues with an equivalent

remaining term.

Expected Dividend —

The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable

future, and, therefore, uses an expected dividend yield of zero in its valuation models.

The Company recognizes fair value of stock

options granted to nonemployees as stock-based compensation expense over the period in which the related services are received.

The Company incurs stock-based compensation expense related to the issuance of common stock and stock options.

The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model.

The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable.

In addition, option valuation models require the input of highly subjective assumptions, including the expected stock price volatility and expected option life:

Expected Term — The expected life of stock options was estimated using the "simplified method,"

as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock options grants.

The simplified method is based on the average of the vesting tranches and the contractual life of each grant.

Expected Volatility — The Company computes stock price volatility over expected terms based on its historical common stock trading prices.

Risk-Free Interest Rate — The Company bases the risk-free interest rate on the implied yield available on U.

Treasury zero-coupon issues with an equivalent remaining term.

Expected Dividend — The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models.

The Company amortizes the fair value of the awards expected to vest on a straight-line basis over the requisite service period of the awards.

The Company recognizes fair value of stock options granted to nonemployees as stock-based compensation expense over the period in which the related services are received as if the Company had paid cash for those services.

Forfeitures are accounted for as incurred.

Research and Development Costs

Research and development expenses consist

of expenses incurred in performing research and development activities, including compensation and benefits for research and development

employees and consultants, facilities expenses, overhead expenses, cost of laboratory supplies, manufacturing expenses, fees paid

to third parties and other outside expenses.

Research and development costs are expensed

Research and development expenses consist of expenses incurred in performing research and development activities, including compensation and benefits for research and development employees and consultants, facilities expenses, overhead expenses, cost of laboratory supplies, manufacturing expenses, fees paid to third parties and other outside expenses.

Research and development costs are expensed as incurred.

Clinical trial and other development costs incurred by third parties are expensed as the contracted work is performed.

The Company accrues for costs incurred as the services are being provided by monitoring the status of the clinical trial or project

and the invoices received from its external service providers.

The Company estimates depend on the timeliness and accuracy of the

data provided by the vendors regarding the status of each project and total project spending.

The Company adjusts its accrual as

actual costs become known.

Where contingent milestone payments are due to third parties under research and development arrangements,

the milestone payment obligations are expensed when the milestone events are achieved.

The Company follows the asset and liability

method of accounting for income taxes.

Under this method, deferred tax assets and liabilities are recognized for the future tax

consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective

tax balances.

Potential deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable

income in the years in which those differences are expected to be recovered or settled.

The effect on potential deferred tax assets

and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the date of allowances

against deferred tax assets.

Tax benefits are recognized only for tax

positions that are more likely than not to be sustained upon examination by tax authorities.

The amount recognized is measured

as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement.

A liability for “unrecognized

tax benefits”

is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition

and measurement standards.

The Company accrues for costs incurred as the services are being provided by monitoring the status of the clinical trial or project and the invoices received from its external service providers.

The Company estimates depend on the timeliness and accuracy of the data provided by the vendors regarding the status of each project and total project spending.

The Company adjusts its accrual as actual costs become known.

Where contingent milestone payments are due to third parties under research and development arrangements, the milestone payment obligations are expensed when the milestone events are achieved.

The Company follows the asset and liability method of accounting for income taxes.

Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax balances.

Potential deferred tax assets and liabilities are measured using enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled.

The effect on potential deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the date of allowances against deferred tax assets.

Tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement.

A liability for “unrecognized tax benefits” is recorded for any tax benefits claimed in the Company’s tax returns that do not meet these recognition and measurement standards.

As of December 31, 2020 and 2019, no liability for unrecognized tax benefits was required to be reported.

The guidance also discusses the classification of related interest and penalties on income taxes.

The Company’s policy is

to record interest and penalties on uncertain tax positions as a component of income tax expense.

No interest or penalties were

recorded during the years ended December 31, 2019 and 2018.

The Company’s policy is to record interest and penalties on uncertain tax positions as a component of income tax expense.

No interest or penalties were recorded during the years ended December 31, 2020 and 2019.

Warrant Liability

The Company evaluates options, warrants

or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately

accounted for.

This accounting treatment requires that the carrying amounts of embedded derivatives be marked-to-market at each

balance sheet date and carried at fair value.

If the fair value is recorded as a liability, the change in fair value during the

period is recorded in the Statement of Operations as either income or expense.

Upon conversion, exercise or modification to the

terms of a derivative instrument, the instrument is marked to fair value at the conversion date and then the related fair value

is reclassified to equity.

In circumstances where the embedded conversion

option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the

convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single,

compound derivative instrument.

The classification of financial instruments,

including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting

Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to

liability at the fair value of the instrument on the reclassification date.

Derivative instrument liabilities will be classified

in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected

within 12 months of the balance sheet date.

Management must determine whether an instrument

(or an embedded feature) is indexed to the Company’s own stock.

An entity should use a two-step approach to evaluate whether

an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s

contingent exercise and settlement provisions.

This exercise affects the accounting for (i) certain freestanding warrants that

contain exercise price adjustment features and (ii) convertible notes containing full-ratchet and anti-dilution protections (iii)

certain free-standing warrants that contain contingently putable cash settlement.

The Company recognizes grant income in

accordance with the terms stipulated under the grant awarded to the Company’s collaborators at the Mayo Foundation from the

The Company evaluates options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for.

This accounting treatment requires that the carrying amounts of embedded derivatives be marked-to-market at each balance sheet date and carried at fair value.

If the fair value is recorded as a liability, the change in fair value during the period is recorded in the Statement of Operations as either income or expense.

Upon conversion, exercise or modification to the terms of a derivative instrument, the instrument is marked to fair value at the conversion date and then the related fair value is reclassified to equity.

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

The classification of financial instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date.

Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

Management must determine whether an instrument (or an embedded feature) is indexed to the Company’s own stock.

An entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument’s contingent exercise and settlement provisions.

This exercise affects the accounting for (i) certain freestanding warrants that contain exercise price adjustment features and (ii) convertible notes containing full-ratchet and anti-dilution protections (iii) certain free-standing warrants that contain contingently putable cash settlement.

The Company recognizes grant income in accordance with the terms stipulated under the grant awarded to the Company’s collaborators at the Mayo Foundation from the U.

Department of Defense.

In various situations, the Company receives certain payments from the U.S.

Department of Defense for

reimbursement of clinical supplies.

These payments are non-refundable and are not dependent on the Company’s ongoing future

The Company has adopted a policy of recognizing these payments when received and as revenue in accordance with Accounting

Standards Update No.

2014-09, “Revenue from Contracts with Customers (Topic 606)”

issued by the Financial Accounting

Standards Board.

Department of Defense for reimbursement of clinical supplies.

These payments are non-refundable and are not dependent on the Company’s ongoing future performance.

The Company has adopted a policy of recognizing these payments when received and as revenue in accordance with Accounting Standards Update No.

2014-09, “Revenue from Contracts with Customers (Topic 606)” issued by the Financial Accounting Standards Board.

Loss per Common Share

Basic loss per share includes only the

weighted average common shares outstanding, without consideration of potentially dilutive securities.

Diluted loss per share includes

the weighted average common shares outstanding and any potentially dilutive common stock equivalent shares in the calculation.

Basic loss per share includes only the weighted average common shares outstanding, without consideration of potentially dilutive securities.

Diluted loss per share includes the weighted average common shares outstanding and any potentially dilutive common stock equivalent shares in the calculation.

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 we adopt 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 February 2016, the FASB issued ASU 2016-02,

Leases (Topic 842) in order to increase transparency and comparability among organizations by, among other provisions, recognizing

lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP.

public companies, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within

those periods) using a modified retrospective approach and early adoption is permitted.

In transition, entities may also elect

a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless

the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination

of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under

previous U.S.

In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842):

Targeted Improvements, which provides entities

an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period

The Company adopted Topic 842 on January 1, 2019, using the optional transition method to apply the new guidance as

of January 1, 2019, rather than as of the earliest period presented, and elected the package of practical expedients described

Based on the analysis, on January 1, 2019, the Company recorded right of use assets of approximately $637,000, lease liability

of approximately $670,000 and eliminated deferred rent of approximately $33,000.

Improvements to Non-Employee Share-Based

Payment Accounting

In June 2018, the FASB issued ASU 2018-07

“Improvements to Non-employee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments

granted to non-employees for goods and services.

Under the ASU, most of the guidance on such payments to non-employees would be

aligned with the requirements for share-based payments granted to employees.

The amendments are effective for fiscal years beginning

after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020.

The Company has early adopted

the new standard effective January 1, 2019 and the adoption of this standard did not have a material impact on the Company’s

consolidated financial statements.

Recent Accounting Standards Not Yet

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that we adopt 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 Not Yet Adopted

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 is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

ASSET ACQUISITION

The Asset Acquisition

On October 17,

2018, the Company completed its acquisition with Marker Cell Therapy, Inc., formerly known as Marker Therapeutics, Inc., a privately-held

Delaware corporation (“Marker Cell”), in accordance with the terms of an Agreement and Plan of Merger and Reorganization

dated as of May 15, 2018 (the “Merger Agreement”) by and among the Company, Timberwolf Merger Sub, Inc., a Delaware

corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Marker.

On October 17, 2018, pursuant to

the Merger Agreement, Merger Sub was merged with and into Marker Cell (the “Merger”), with Marker Cell being the surviving

corporation and becoming a wholly-owned subsidiary of the Company.

In connection with the Merger, the Company changed its name

to Marker Therapeutics, Inc.

and Marker Cell changed its name to Marker Cell Therapy, Inc.

At the effective time of the Merger,

the former Marker Cell stockholders received (i) an aggregate of 13,914,255 shares of the Company’s common stock which equaled

the number of shares of the Company’s common stock issued and outstanding immediately prior to the effective time of the

Merger, and (ii) an aggregate of 5,046,003 warrants which equaled the number of the Company’s warrants and stock options

issued and outstanding immediately prior to the effective time of the Merger.

Securities Purchase Agreements

On October 17, 2018, concurrent with the

completion of the Merger, the Company issued to certain accredited investors in a private placement transaction (the “Financing”),

an aggregate of 17,500,000 shares of its common stock, and warrants to purchase 13,437,500 shares of common stock at an exercise

price of $5.00 per share with a five-year term, for gross proceeds of $70 million pursuant to the terms of the Securities Purchase

Agreements, dated June 8, 2018, by and among the Company and certain accredited investors (the “Securities Purchase Agreements”).

Accounting Treatment

Because Marker’s intellectual property

had not yet received regulatory approval, the $116.0 million purchase price paid for these assets was expensed in the Company’s

statement of operations for the fiscal year ended December 31, 2018.

The Common Stock issued for the asset acquisition was valued

at $116.0 million which is equal to the 13,914,255 common shares issued to Marker multiplied by $8.34, the closing price of the

Company’s Common Stock as of October 17, 2018.

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 is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

Net Loss per Share Applicable to Common Stockholders

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 loss per share for the years ended December 31, 2019 and 2018, respectively:

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 loss per share for the years ended December 31, 2020 and 2019, respectively:

For the Years Ended

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Basic and diluted

The following securities, rounded to the thousand, were not

included in the diluted net loss per share calculation because their effect was anti-dilutive for the periods presented:

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

For the Years Ended

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Potentially dilutive securities

OTHER RECEIVABLE

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).

At the time the construction invoices are received by the Company, a fixed asset is recorded in construction-in-progress.

In accordance with the agreement, upon completion of the facility’s construction, the Company is owed up to $ 1.0 million as reimbursement, and as such a landlord receivable is recorded, which provides for a legal right to receive construction reimbursements from the landlord for tenant improvement allowances.

The construction of the facility was completed during December 2020, and a certificate was occupancy was delivered to the Company in January 2021.

During the fiscal year ended 2020, the Company recorded a $ 1.0 million receivable in its consolidated financial statements.

The Company expects to receive the $ 1.0 million in the first half of 2021.

PROPERTY AND EQUIPMENT

Property and equipment consist of the following

as of December 31, 2019 and 2018, respectively:

Property and equipment consist of the following as of December 31, 2020 and 2019, respectively:

Estimated Useful Lives

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Leasehold improvements

Lesser of lease term or estimated

Lesser of lease term or estimated useful life

accumulated depreciation

Property and equipment, net

Depreciation expense for the year ended December 31, 2019 was

Furniture and computer equipment were placed in use on January 1, 2019 therefore no depreciation expense was recorded

during the year ended December 31, 2018.

The Company leases office space under agreements

classified as operating leases that expire on various dates through 2022.

All of the Company’s lease liabilities result from

the lease of its corporate headquarters in Houston, Texas, which expires in 2021, and its Jacksonville, Florida office space, which

expires in 2022.

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

Variable expenses generally represent the Company’s share of the landlord’s operating expenses.

does not act as a lessor or have any leases classified as financing leases.

The Company excludes short-term leases

having initial terms of 12 months or less from the new accounting guidance as an accounting policy election and recognizes rent

expense on a straight-line basis over the lease term.

During the fiscal year ended December 31, 2019, the Company had two lease

agreements, an office at the Florida Atlantic Research and Development Authority and laboratory space located at the Texas Medical

Center in Houston, which are included in short-term lease expense below.

At December 31, 2019, the Company had operating

lease liabilities of approximately $484,000 and right of use assets of approximately $455,000, which were included in the consolidated

balance sheet.

The following summarizes quantitative information about the

Company’s operating leases:

For the Year Ended

December 31, 2019

Construction in progress

Total fixed assets, net

Depreciation expense for the years ended December 31, 2020 and 2019 was approximately $ 0.5 million and $ 0.1 million, respectively.

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 is 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, all costs associated with the buildout will be recorded as either manufacturing equipment and/or leasehold improvements and amortized over the estimated useful life of the asset and/or leasehold lease.

In connection with the research facility that the Company opened during the second quarter of 2020, the Company incurred approximately $ 2.2 million of costs acquiring necessary lab equipment to carry out its experiments.

The $ 2.2 million is included in Lab equipment within fixed assets and is being depreciated over five years .

Additionally, the Company incurred $ 0.3 million in leasehold improvements relating to the research facility.

The Company entered into a new agreement for its corporate headquarters in Houston, Texas, which commenced in August of 2020.

The initial lease term is ten years with two five-year renewal options.

Fixed rent payments under the initial term are approximately $ 5.6 million.

Additionally, the Company is also responsible for its share of operating expenses.

As of December 31, 2020, the Company had remaining $ 4.1 million from the lease liability and $ 4.0 million of the related right-of-use asset resulting from the lease of its corporate headquarters.

In April 2020, the Company entered into a lease for a research facility in Houston, Texas.

The lease term is 71 months .

Fixed rent payments under the initial term are approximately $ 1.1 million.

As of December 31, 2020, the Company had remaining $ 0.8 million from the lease liability and $ 0.8 million of the related right-of-use asset resulting from the lease of its research facility.

In June 2020, the Company entered into a lease for a manufacturing facility in Houston, Texas.

The initial lease term is ten years from the rent commencement date in the fourth quarter of 2020 with two five-year renewal options.

Fixed rent payments under the initial term are approximately $ 9.8 million.

Additionally, the Company is also responsible for its share of operating expenses.

As of December 31, 2020, the Company had remaining $ 7.2 million from the lease liability and $ 5.8 million of the related right-of-use asset resulting from the lease of its manufacturing facility.

The Company also leases office space under agreements classified as operating leases that expire in 2022.

As of December 31, 2020, the Company had remaining $ 0.2 million from the lease liability and $ 0.2 million of the related right-of-use asset resulting from the lease of its Jacksonville, Florida office space, which expires in 2022.

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.

At December 31, 2020, the Company had operating lease liabilities of approximately $ 12.3 million and right-of-use assets of approximately $ 10.8 million, which were included in the consolidated balance sheet.

The following summarizes quantitative information about the Company’s operating leases:

For the Years Ended

Operating lease expense summary:

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Other information:

Operating cash flows from operating leases for the twelve months ended December 31, 2019

Right of use assets exchanged for new operating lease liabilities as of adoption date

Weighted-average remaining lease term as of December 31, 2019 –

operating leases

Weighted-average discount rate as of adoption date –

operating leases

Maturities of the Company’s operating leases, excluding

short-term leases, are as follows:

Operating cash flows - operating leases

Weighted-average remaining lease term – operating leases

Weighted-average discount rate as of adoption date – operating leases

Maturities of the Company’s operating leases, excluding short-term leases, are as follows:

Year ended December 31, 2021

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Year ended December 31, 2023

Year ended December 31, 2024

Year ended December 31, 2025

Less present value discount

Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2019

Total rental expense under the Company’s operating leases

was $220,000 and $175,600 for the years ended December 31, 2019 and 2018, respectively.

accounts payable and accrued liabilities

( 4,112,000 )

Operating lease liabilities included in the Condensed Consolidated Balance Sheet at December 31, 2020

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

consist of the following as of December 31, 2019 and 2018, respectively:

Accounts payable and accrued liabilities consist of the following as of December 31, 2020 and 2019, respectively:

Accounts payable

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Technology license fees

Investor relations fees

Total accounts payable and accrued liabilities

WARRANT LIABILITY

A weighted average summary of quantitative

information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock

purchase warrants that are categorized within Level 3 of the fair value hierarchy for the years ended 2019 and 2018, respectively:

A weighted average summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase warrants that are categorized within Level 3 of the fair value hierarchy for the years ended 2020 and 2019, respectively:

Weighted Average Inputs

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Dividend yield (per share)

The foregoing assumptions are recalculated

every reporting period and are subject to change based primarily on management’s assessment of the probability of the events

described occurring.

The foregoing assumptions are recalculated every reporting period and are subject to change based primarily on management’s assessment of the probability of the events described occurring.

Accordingly, changes to these assessments could materially affect the valuations.

The following table presents changes in Level 3 warrant liabilities,

reflected in accrued expenses measured at fair value for the years ended December 31, 2019 and 2018, respectively:

Balance –

January 1, 2018

The following table presents changes in Level 3 warrant liabilities, reflected in accrued expenses measured at fair value for the years ended December 31, 2020 and 2019, respectively:

Balance - January 1, 2019

Change in fair value of warrant liability

Balance –

December 31, 2018

Balance – December 31, 2019

Change in fair value of warrant liability

Balance –

December 31, 2019

VALUE MEASUREMENTS

Financial assets and liabilities measured

at fair value on a recurring basis are summarized below and disclosed on the balance sheet under warrant liability:

Balance – December 31, 2020

FAIR VALUE MEASUREMENTS

Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheet under Warrant liability:

Fair value measured at December 31, 2020

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Warrant liability

There were no transfers between Level 1,

2 or 3 during the years ended December 31, 2019 and 2018, respectively.

The valuation of warrants is subjective

and is affected by changes in inputs to the valuation model including the price per share of common stock, the historical volatility

of the stock price, risk-free rates based on U.

There were no transfers between Level 1, 2 or 3 during the years ended December 31, 2020 and 2019, respectively.

The valuation of warrants is subjective and is affected by changes in inputs to the valuation model including the price per share of common stock, the historical volatility of the stock price, risk-free rates based on U.

Treasury security yields, the expected term of the warrants and dividend yield.

Changes in these assumptions can materially affect the fair value estimate.

The Company could ultimately incur amounts to settle

the warrant at a cash settlement value that is significantly different than the carrying value of the liability on the financial

The Company will continue to classify the fair value of the warrants as a liability until the warrants are exercised,

expire, or are amended in a way that would no longer require these warrants to be classified as a liability.

Changes in the fair

value of the common stock warrants liability are recognized as a component of other income (expense) in the Statements of Operations.

The net cash settlement value at the time

of any future transactions, where the Company consolidates or merges with another entity, will depend upon the value of the following

inputs at that time:

the consideration value per share of the Company’s common stock, the volatility of the Company’s

common stock, the remaining term of the warrant from announcement date, the risk-free interest rate based on U.

Treasury security

yields, and the Company’s dividend yield.

The warrant requires use of a volatility assumption equal to the greater of 100%

and the 100-day volatility function determined as of the trading day immediately following announcement of a Fundamental Transaction.

stockholders’

The Company could ultimately incur amounts to settle the warrant at a cash settlement value that is significantly different than the carrying value of the liability on the financial statements.

The Company will continue to classify the fair value of the warrants as a liability until the warrants are exercised, expire, or are amended in a way that would no longer require these warrants to be classified as a liability.

Changes in the fair value of the common stock warrants liability are recognized as a component of other income (expense) in the Statements of Operations.

The net cash settlement value at the time of any future transactions, where the Company consolidates or merges with another entity, will depend upon the value of the following inputs at that time:

the consideration value per share of the Company’s common stock, the volatility of the Company’s common stock, the remaining term of the warrant from announcement date, the risk-free interest rate based on U.

Treasury security yields, and the Company’s dividend yield.

The warrant requires use of a volatility assumption equal to the greater of 100% and the 100-day volatility function determined as of the trading day immediately following announcement of a Fundamental Transaction.

STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has authorized up to 5,000,000

shares of preferred stock, $0.001 par value per share, for issuance.

The preferred stock will have such rights, privileges and

restrictions, including voting rights, dividend conversion rights, redemption privileges and liquidation preferences, as shall

be determined by the Company’s board of directors upon its issuance.

The Company has authorized up to 5,000,000 shares of preferred stock, $ 0.001 par value per share, for issuance.

The preferred stock will have such rights, privileges and restrictions, including voting rights, dividend conversion rights, redemption privileges and liquidation preferences, as shall be determined by the Company’s board of directors upon its issuance.

To date, the Company has not issued any preferred shares.

The Company has authorized up to 150,000,000

shares of common stock, $0.001 par value per share, for issuance.

The Company has authorized up to 150,000,000 shares of common stock, $ 0.001 par value per share, for issuance.

Significant 2020 and 2019 common stock transactions were as follows:

2020 Common Stock Transactions

Consulting Arrangements

During the twelve months ended December

31, 2019, the Company issued 47,400 shares of common stock in connection with consulting agreements.

The fair value of the common

stock of approximately $265,000 was recognized as stock-based compensation expense in general and administrative expenses.

Exercise of Stock Warrants

During the year ended December 31, 2020, certain outstanding warrants were exercised for 0.5 million shares of common stock providing aggregate proceeds to the Company of approximately $ 0.6 million.

Board Compensation

During the twelve months ended December

31, 2019, the Company issued an aggregate of 29,040 shares of common stock to its non-employee directors.

The fair value of the

common stock of approximately $174,000 was recognized as stock-based compensation expense in general and administrative expenses.

During the year ended December 31, 2020, the Company issued an aggregate of 0.1 million shares of common stock to its non-employee directors.

The fair value of the common stock of approximately $ 0.2 million was recognized as a component of stock-based compensation expense in general and administrative expenses.

Aspire Capital

On February 28, 2020, the Company entered into a common stock purchase agreement (the “Purchase Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”) which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $ 30.0 million of shares of the Company’s common stock over the 30-month term of the purchase agreement.

In consideration for entering into the purchase agreement, the Company issued to Aspire Capital 0.3 million shares of the Company’s common stock as a commitment fee.

The Company recorded the commitment fee to additional paid in capital.

As of December 31, 2020, Aspire Capital had purchased 4.1 million shares under the Purchase Agreement, providing aggregate proceeds to the Company of approximately $ 6.2 million.

2019 Common Stock Transactions

Pursuant to the Merger discussed in Note

4 above, the Company issued 13,914,255 shares of common stock to shareholders of Marker Cell Therapy, Inc.

The fair market value

of the shares issued pursuant to the merger was $116.0 million.

Securities Purchase Agreements

Pursuant to the financing discussed in

Note 4 above, the Company issued 17,500,000 shares of its common stock to the participating accredited investors.

Net proceeds,

after transaction offering costs of $6.2 million, were $63.8 million.

Common Stock Purchase Agreement

On May 14, 2018, the Company’s largest

stockholder Eastern Capital Limited entered into a Common Stock Purchase Agreement with the Company pursuant to which it purchased

1,300,000 shares of common stock at a price per share of $2.40 providing gross proceeds to the Company of $3.12 million.

Exercise and Repricing of Warrants

Held by Existing Institutional Investors

On May 14, 2018, certain institutional

holders of outstanding warrants entered into Warrant Exercise Agreements with the Company that provide for an amendment to the

exercise price of the warrants being exercised at $2.50 per share.

Upon closing of the Warrant Exercise Agreements, such institutional

holders immediately exercised warrants for 782,505 shares of common stock providing aggregate proceeds to the Company of approximately

$2.0 million.

The fair value relating to the modification

of exercise prices on the repriced and exercised warrants was treated as deemed dividend on the statement of stockholders’

equity of $728,000.

A weighted average summary of quantitative

information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock

purchase warrants that are included in the modification is as follows:

Weighted Average Inputs

Before Modification

After Modification

Exercise price

Contractual term (years)

Volatility (annual)

Risk-free rate

Dividend yield (per share)

Exercise of Stock Warrants

In addition to the exercise and repricing

of warrants discussed above, during the twelve months ended December 31, 2018, certain outstanding warrants were exercised by warrant

holders providing aggregate proceeds to the Company of approximately $2.4 million and resulted in the issuance of 716,819 shares

of common stock.

Additionally, 280,760 of the stock warrants

exercised were exercised on a cashless basis, which resulted in approximately 204,000 of warrant shares being cancelled due to

use of cashless exercise provisions.

Exercise of Stock Options

In January 2018, 10,416 shares of common

stock were issued pursuant to stock option exercises at an exercise price equal to $1.74 per share.

Consulting Arrangements

During the twelve months ended December

31, 2018, the Company issued 274,012 shares of common stock in connection with consulting agreements.

The fair value of the common

stock of approximately $1.8 million was recognized as stock-based compensation expense, $1.7 million in general and administrative

expenses and $0.1 million in research and development expenses.

2018 Management and Board Compensation

During the twelve months ended December

31, 2018, the Company issued 53,774 shares of common stock in connection with board of director and management agreements.

fair value of the common stock of approximately $0.5 million was recognized as stock-based compensation expense in general and

administrative expenses.

7,561 shares of common stock, with a fair value of $0.1 million, were withheld to satisfy certain payroll

liabilities, as applicable to an award to a former director.

During the year ended December 31, 2019, the Company issued 0.05 million shares of common stock in connection with consulting agreements.

The fair value of the common stock of approximately $ 0.3 million was recognized as stock-based compensation expense in general and administrative expenses.

Board Compensation

During the year ended December 31, 2019, the Company issued an aggregate of 0.03 million shares of common stock to its non-employee directors.

The fair value of the common stock of approximately $ 0.2 million was recognized as stock-based compensation expense in general and administrative expenses.

Share Purchase Warrants

A summary of the Company’s share purchase warrants as

of December 31, 2019 and 2018, respectively, and changes during the period is presented below:

A summary of the Company’s share purchase warrants as of December 31, 2020 and 2019, respectively, and changes during the period is presented below:

Weighted Average

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Exercised for cash

Cashless exercised

Cashless exercise

Expired or cancelled

Balance - December 31, 2019

Warrants granted

Exercised for cash

Cashless exercise

Expired or cancelled

( 1,376,000 )

Balance - December 31, 2020

1 unchanged sentence

Exercise of Stock Warrants

During the twelve months ended December

31, 2019, certain outstanding warrants were exercised for 190,258 shares of common stock providing aggregate proceeds to the Company

of approximately $759,000.

Additionally, during the twelve months

ended December 31, 2019, the Company issued 9,449 shares of common stock upon cashless exercises of stock warrants, which resulted

in cancellation of 7,211 shares of common stock subject to such warrants.

During the year ended December 31, 2020, certain outstanding warrants were exercised for 0.5 million shares of common stock providing aggregate proceeds to the Company of approximately $ 0.6 million.

2019 Warrant Transactions

Pursuant to the Merger discussed in Note

4 above, the Company issued 5,046,003 stock warrants to shareholders of Marker Cell Therapy, Inc.

at an exercise price of $2.99

per share with a five-year term.

Securities Purchase Agreements

Pursuant to the financing discussed in

Note 4 above, the Company issued 13,437,500 stock warrants to certain accredited investors at an exercise price of $5.00 per share

with a five-year term.

Exercise and Repricing of Warrants

Held by Existing Institutional Investors

On May 14, 2018, certain institutional

holders of outstanding warrants entered into Warrant Exercise Agreements with the Company that provide for an amendment to the

exercise price of the warrants being exercised at $2.50 per share.

Upon closing of the Warrant Exercise Agreements, such institutional

holders immediately exercised warrants for 782,505 shares of common stock providing aggregate proceeds to the Company of approximately

$2.0 million.

The fair value relating to the modification

of exercise prices on the repriced and exercised warrants was treated as deemed dividend on the statement of stockholders’

equity of $728,000.

A weighted average summary of quantitative

information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock

purchase warrants that are included in the modification is as follows:

Weighted Average Inputs

Before Modification

After Modification

Exercise price

Contractual term (years)

Volatility (annual)

Risk-free rate

Dividend yield (per share)

Exercise of Stock Warrants

In addition to the exercise and repricing

of warrants discussed above, during the twelve months ended December 31, 2018, certain outstanding warrants were exercised by warrant

holders providing aggregate proceeds to the Company of approximately $2.4 million and resulted in the issuance of 716,819 shares

of common stock.

Additionally, 280,760 of the stock warrants exercised were exercised

on a cashless basis, which resulted in approximately 204,000 of warrant shares being cancelled due to use of cashless exercise

During the year ended December 31, 2019, certain outstanding warrants were exercised for 0.2 million shares of common stock providing aggregate proceeds to the Company of approximately $ 0.8 million.

STOCK OPTION PLANS

Options to Purchase Shares of Common

2014 Stock Omnibus Plan

On March 19, 2014, the Board adopted

the 2014 Omnibus Stock Option Plan (“2014 Plan”), which replaced the 2009 Stock Incentive Plan.

The 2014 Plan allowed

for grants of stock options, restricted shares, stock bonuses and other equity-based awards to employees and non-employee directors

of the Company.

Awards under the 2014 Plan may be at prices and for terms as determined by the Board of Directors and may have

vesting requirements as determined by the Board, provided that the exercise price for any stock option must be at least equal to

the fair market value (as defined in the 2014 Plan) of a share of the stock on the grant date.

Once granted, the exercise price

of an option may not be reduced without the approval of the Company’s stockholders, other than under certain limited circumstances

such as a stock split or take any other action with respect to a stock option that would be treated as a repricing under the rules

and regulations of the New York Stock Exchange.

The 2014 Plan was amended in February 2015

to provide for grants to consultants, and again in November 2015 to (i) increase the number of shares reserved for issuance

under the Plan to 0.6 million shares;

(ii) provide the Board and Committee administering the Plan with full discretion on

the vesting period for Service-Vesting Awards under the Plan, including the grant of Awards with less than the Minimum Vesting

Requirement (as such terms are defined in the Plan), and (iii) provide the Board and Committee administering the Plan with

the ability to grant stock bonuses to executive officers.

On August 29, 2017, the 2014 Plan was amended

to increase the shares reserved under the Plan to 1.4 million shares, and on October 16, 2018 the 2014 Plan was amended to increase

the shares reserved under the Plan to 8.0 million shares.

As of December 31, 2019, approximately 2.5 million options are available

to be issued from the 2014 Plan.

Options to Purchase Shares of Common Stock

2020 Equity Incentive Plan

On May 19, 2020, the Board adopted the 2020 Equity Incentive Plan ("2020 Plan") which replaced the 2014 Omnibus Stock Option Plan (“2014 Plan”).

The 2020 Plan allows for grants of stock options, restricted shares, stock bonuses and other equity-based awards to employees and non-employee directors of the Company.

Awards under the 2020 Plan may be at prices and for terms as determined by the Board of Directors and may have vesting requirements as determined by the Board, provided that the exercise price for any stock option must be at least equal to the fair market value (as defined in the 2020 Plan) of a share of the stock on the grant date.

Once granted, the exercise price of an option may not be reduced without the approval of the Company’s stockholders, other than under certain limited circumstances such as a stock split or take any other action with respect to a stock option that would be treated as a repricing under the rules and regulations of the New York Stock Exchange.

Options granted under the 2020 Plan have a maximum term of ten years from the date of grant.

Options granted in 2020 and 2019 generally vest over four years .

As of December 31, 2020, approximately 4.7 million options are available to be issued from the 2020 Plan.

2014 Omnibus Stock Ownership Plan

The 2014 Plan, which the Board adopted on May 19, 2020 and subsequently amended from time to time, allowed for grants of stock options, restricted shares, stock bonuses and other equity-based awards to employees and non-employee directors of the Company.

The terms of the 2014 plan are substantially identical to the terms of the 2020 Plan described above.

Stock Options

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

follows for stock options:

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

Weighted Average

Total Intrinsic

Number of Shares

Weighted Average Exercise Price

Total Intrinsic Value

Weighted Average Remaining Contractual Life (in years)

Exercise Price

Life (in years)

Outstanding as of January 1, 2020

Outstanding as of December 31, 2020

Outstanding as of December 31, 2019

Options vested and exercisable

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.

average assumptions used in calculating the fair values of stock options that were granted during the years ended December 31,

2019 and 2018, respectively, were as follows:

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 years ended December 31, 2020 and 2019, respectively, were as follows:

For the Years Ended

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Expected dividend rate

The following table sets forth stock-based

compensation expenses recorded during the respective periods:

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

For the Years Ended

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Total stock compensation expenses

At December 31, 2019, the total stock-based

compensation cost related to unvested awards not yet recognized was $14.9 million.

The expected weighted average period compensation

costs to be recognized was 3.0 years.

At December 31, 2020, the total stock-based compensation cost related to unvested awards not yet recognized was $ 10.6 million.

The expected weighted average period compensation costs to be recognized was 2.2 years.

Future option grants will impact the compensation expense recognized.

During the years ended December 31, 2019

and 2018, the Company received $0.2 million of a grant awarded to Mayo Foundation from the U.S.

Department of Defense for the Phase

II Clinical Trial of TPIV200.

The grant compensated the Company for clinical supplies manufactured and provided by the Company

for the clinical study.

During the years ended December 31, 2020 and 2019, the Company received $ 0.5 million and $ 0.2 million, respectively, of a grant awarded to Mayo Foundation from the U.S.

Department of Defense for the Phase II Clinical Trial of TPIV200.

The grant compensated the Company for clinical supplies manufactured and provided by the Company for the clinical study.

In accordance with Accounting Standards Update No.

2014-09, “Revenue from Contracts with Customers

(Topic 606)”

issued by the Financial Accounting Standards Board, the Company recorded the $0.2 million of grant income as

2014-09, “Revenue from Contracts with Customers (Topic 606)” issued by the Financial Accounting Standards Board, the Company recorded the $ 0.5 million and $ 0.2 million, respectively, of grant income as revenue.

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 million as compensation for two

2018 transactions, 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.

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.

LEGAL PROCEEDINGS

From time to time, the Company may be party

to ordinary, routine litigation incidental to their business.

The Company knows of no material, active or pending legal proceedings

against the Company, nor is the Company involved as a plaintiff in any material proceeding or pending litigation.

proceedings in which any of the Company’s directors, officers or affiliates, or any registered or beneficial shareholder,

is an adverse party or has a material interest adverse to the Company’s interest.

From time to time, the Company may be party to ordinary, routine litigation incidental to their business.

The Company knows of no material, active or pending legal proceedings against the Company, nor is the Company involved as a plaintiff in any material proceeding or pending litigation.

There are no proceedings in which any of the Company’s directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to the Company’s interest.

RELATED PARTY TRANSACTIONS

The following table sets forth related

party transaction expenses recorded during the respective periods:

The following table sets forth related party transaction expenses recorded for the years ended December 31, 2020 and 2019, respectively.

For the Years Ended

Research and development

General and administrative

What changed 10-K

Item 9A. Controls and Procedures