What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-18 compared with 2025-03-31 · 241 added, 319 removed, 539 unchanged (51% of the section changed)

27 unchanged sentences

OTHER INFORMATION

(a) The information set forth below is provided in lieu of a separate Form 8-K filing.

On March 27, 2025, we mutually agreed with Cell Ready to terminate the MSA.

In connection therewith, we entered into a settlement and release agreement with Cell Ready pursuant to which we paid Cell Ready approximately $453,000 and we provided one another with mutual releases of all claims associated with any and all agreements between Marker and Cell Ready.

Rule 10b5–1 trading arrangement.

7 unchanged sentences

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.

We also have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the registrant.

A copy of our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.

In addition, from time to time, we may engage in transactions in our company’s securities.

It is our intent to comply with applicable laws and regulations relating to insider trading.

The Company’s insider trading policy prohibits all employees, including our executive officers, and non-employee directors from engaging in short sales, transactions in put or call options, hedging transactions, using margin accounts, pledges, or other inherently speculative transactions involving the Company’s securities.

EXECUTIVE COMPENSATION

30 unchanged sentences

2020 Equity Incentive Plan

Marker Therapeutics, Inc.

2020 Equity Incentive Plan, as amended on May 24, 2022

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

4 unchanged sentences

Wainwright & Co., LLC

Master Services Agreement for Product Supply between Marker Therapeutics, Inc.

and Cell Ready LLC dated February 22, 2024**

Insider Trading Policy

Code of Ethics

Incorporated by Reference

Exhibit description

Letter from Marcum LLP dated August 12, 2025

Insider Trading Policy

List of Subsidiaries

Consent of Marcum LLP, an independent public accounting firm.

Consent of CBIZ CPAs, an independent public accounting firm.

Powers of Attorney (included on signature page)

17 unchanged sentences

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.

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

3 unchanged sentences

/s/ Juan Vera

Chief Executive Officer and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer)

President, Chief Executive Officer and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer)

POWER OF ATTORNEY

10 unchanged sentences

March 18, 2026

/s/ Kathryn Penkus Corzo

March 18, 2026

Kathryn Penkus Corzo

MARKER THERAPEUTICS, INC.

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688 )

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 199)

Consolidated Balance Sheets

7 unchanged sentences

Opinion on the Financial Statements

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

(the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited, before the effects of the retrospective adjustments to the disclosures for the adoption of ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”) as discussed in Notes 3 and 12 to the consolidated financial statements, the accompanying consolidated balance sheet of Marker Therapeutics, Inc.

(the “Company”) as of December 31, 2024, the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”) (the 2024 financial statements before the effects of the adjustments discussed in Notes 3 and 12 to the financial statements are not presented herein).

In our opinion the financial statements, before the effects of the retrospective adjustments to the disclosures for the adoption of ASU 2023-09 as discussed in Notes 3 and 12 to the financial statements, present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review, or apply any procedures to the retrospective adjustments to the disclosures for the adoption of ASU 2023-09 as discussed in Notes 3 and 12 to the financial statements and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.

Those retrospective adjustments were audited by CBIZ CPAs P.C.

Explanatory Paragraph – Going Concern

6 unchanged sentences

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.

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

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.

We conducted 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 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.

As part of our audit 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 audits 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.

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 audits 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 audits provide a reasonable basis for our opinion.

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.

/s/ Marcum LLP

We served as the Company’s auditor from 2014 to 2025.

March 31, 2025

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

Marker Therapeutics, Inc.

Opinion on the Financial Statements

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

(the “Company”) as of December 31, 2025, the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended Decemebr 31, 2025, 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, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Notes 3 and 12 to the financial statements, the Company adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”).

We have also audited the adjustments to the 2024 financial statements to retrospectively adjust the disclosures for the adoption of ASU 2023-09 in 2025.

In our opinion, such retrospective adjustments are appropriate and have been properly applied.

We were not engaged to audit, review, or apply any procedures to the 2024 financial statements of the Company other than with respect to these retrospective adjustments, and accordingly, we do not express an opinion or any other form of assurance on the 2024 financial statements taken as a whole.

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 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.

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

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

We conducted 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 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.

Accordingly, we express no such opinion.

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.

Critical Audit Matters

2 unchanged sentences

We determined that there are no critical audit matters.

/s/ Marcum LLP

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

/s/ CBIZ CPAs

We have served as the Company’s auditor since 2014 (such date takes into account the acquisition of the attest business of Marcum llp by CBIZ CPAs P.C.

effective November 1, 2024).

March 18, 2026

3 unchanged sentences

Cash and cash equivalents

Restricted cash

Prepaid expenses and deposits

5 unchanged sentences

Related party payable

Deferred revenue

Total current liabilities

17 unchanged sentences

General and administrative

Loss on early termination of vendor agreement

Total operating expenses

2 unchanged sentences

( 11,118,372 )

Other income (expenses):

Other income:

Interest income

Loss from continuing operations before income taxes

( 10,681,362 )

( 14,042,220 )

Income tax expense

Net loss from continuing operations

( 10,731,315 )

Loss from operations before income taxes

( 12,178,776 )

Discontinued operations:

Loss from discontinued operations

( 10,681,362 )

Gain on disposal of discontinued operations, net of $ 63,000 in tax

Income (loss) from discontinued operations

Income tax (benefit) expense

( 12,163,620 )

( 10,731,315 )

Net earnings (loss) per share:

Loss from continuing operations, basic and diluted

Income from discontinued operations, basic and diluted

Net loss per share, basic and diluted

6 unchanged sentences

( 436,285,863 )

Shares issued pursuant to ATM and Lincoln Park agreements

Issuance of common stock as commitment fee

Shares purchased pursuant to ATM agreement

Issuance of common stock from exercise of stock options

Issuance of common stock, prefunded warrants and warrants for cash, net of offering costs of $ 1.2 million

Stock-based compensation

1 unchanged sentence

( 10,731,315 )

Fractional shares adjustment due to reverse split

Balance at December 31, 2024

1 unchanged sentence

Shares purchased pursuant to ATM agreement

Issuance of common stock from exercise of stock options

Issuance of common stock, prefunded warrants and warrants for cash, net of offering costs of $ 1.2 million

Issuance of common stock from exercise of prefunded warrants

Stock-based compensation

10 unchanged sentences

( 10,731,315 )

gain from discontinued operations, net of $ 63,000 in tax

Net loss from continuing operations

( 10,731,315 )

( 14,045,895 )

Reconciliation of net loss to net cash used in operating activities:

5 unchanged sentences

Related party payable

Accounts payable and accrued expenses

Net cash used in operating activities - continuing operations

( 1,710,500 )

( 10,341,062 )

Net cash used in operating activities - discontinued operations

( 6,098,899 )

Accounts payable and accrued expenses

Deferred revenue

Net cash used in operating activities

1 unchanged sentence

( 10,910,324 )

Cash Flows from Investing Activities:

Net cash provided by investing activities - discontinued operations

Net cash provided by investing activities

Cash Flows from Financing Activities:

Proceeds from issuance of common stock, prefunded warrants and warrants, net

Proceeds from stock options exercise

Proceeds from issuance of common stock, net

Proceeds from exercise of warrants and stock options

Net cash provided by financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of the year

Cash and cash equivalents at end of the year

For the Years Ended

Supplemental schedule of non-cash financing and investing activities:

Issuance of common stock as commitment fee for future financing

Net (decrease) increase in cash, cash equivalents, and restricted cash

( 2,149,593 )

Cash, cash equivalents, and restricted cash at beginning of the year

Cash, cash equivalents, and restricted cash at end of the year

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

7 unchanged sentences

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

Purchase Agreement with Cell Ready;

Manufacturing

On June 26, 2023, the Company completed the previously announced transaction with Cell Ready, LLC (“Cell Ready”) pursuant to a Purchase Agreement (the “Cell Ready Purchase Agreement), dated May 1, 2023, by and between the Company and Cell Ready.

John Wilson was a member of the Company’s board of directors at the time of the Cell Ready Purchase Agreement and through December 31, 2024 and is serving as the CEO of Cell Ready, therefore Cell Ready is a related party.

Wilson resigned as a director of the Company on January 24, 2025.

Pursuant to the Cell Ready Purchase Agreement, effective as of the Closing Date, the Company (i) assigned to Cell Ready the leases for the Company’s two manufacturing facilities in Houston, Texas (the “Manufacturing Facilities”), (ii) sold to Cell Ready all of the equipment and leasehold improvements at the Manufacturing Facilities and (iii) assigned to Cell Ready its rights, title and interest in the Company’s Master Services Agreement for Product Supply (the “MSA”), dated April 7, 2023, by and between the Company, Cell Ready and Indapta Therapeutics, Inc., as well as its rights, title and interest in any contracts related to the equipment and Manufacturing Facilities (collectively, the “Purchased Assets”).

Cell Ready acquired the Purchased Assets for total consideration of $ 19.0 million.

In connection with the purchase of the Manufacturing Facilities, Cell Ready also extended offers of employment to approximately 50 of the Company’s former employees in its manufacturing, development, quality, and regulatory affairs functions.

The Purchased Assets constituted a significant disposition.

Based upon the magnitude of the disposition and because the Company is exiting certain manufacturing operations, the disposition represents a significant strategic shift that will have a material effect on the Company’s operations and financial results.

Accordingly, the assets sold meet the definition of a discontinued operation, as defined by Accounting Standards Codification (“ASC”) 205-20 - Discontinued Operations.

See additional discussion at Note 6.

Following the closing of the Cell Ready Purchase Agreement, the Company no longer operates a cGMP manufacturing facility and instead relies on third parties for the clinical and, once approved, commercial manufacture of our product candidates.

As such, on February 22, 2024, the Company entered into a Master Services Agreement for Product Supply (the “MSA”) with Cell Ready for the provision of various products and services by Cell Ready pursuant to work orders that may be entered into from time to time.

Cell Ready is a contract development and manufacturing organization (CDMO).

The MSA contains customary representations, warranties and indemnification provision.

The initial term of the MSA is three years and may be extended upon the mutual written agreement of the parties.

Either party may terminate the MSA (a) for material breach by the other party if such breach has not been cured within 30 days following notice of termination or (b) if the other party is the subject of an insolvency event.

Additionally, the Baylor College of Medicine (“BCM”) continues to supply the Company with products and the Company is working with both of its existing qualified contract manufacturers as it continues its clinical trials.

Furthermore, in anticipation of the commencement of the Company’s larger pivotal trial for Lymphoma in 2026, as well as the eventual need for commercial scale production, the Company intends to evaluate and qualify additional potential third-party manufacturing partners to provide potential multiple sources of clinical and commercial supply.

However, there is no guarantee that the Company will or has properly estimated its required manufacturing capacities or that the third parties on which it relies to manufacture products will be able or willing to perform on proposed timelines or to meet the Company’s manufacturing demands, if at all.

If any third-party vendors experience disruptions or otherwise cease or substantially reduce the amount of products they are willing to supply, the Company’s business and operations could be adversely affected.

Organizational Changes

In 2023, the Company implemented changes to its organizational structure due to the transaction with Cell Ready and to reduce operational costs.

In connection with these changes, the Company reduced headcount, including the separation of its former Chief Executive Officer, Peter Hoang, in May 2023 and its former Chief Accounting Officer, Michael Loiacono, in June 2023.

During the second quarter of 2023, the Company recorded $ 0.9 million of severance and termination-related costs.

The payments of these costs were completed in July of 2023.

Effective May 1, 2023, the Company’s board of directors appointed Dr.

Juan Vera as the Company’s President and Chief Executive Officer.

Effective June 30, 2023, the board of directors appointed Eliot M.

Lurier as the Company’s Interim Chief Financial Officer, whereby Mr.

Lurier provided consulting services to the Company pursuant to a consulting between the Company and Danforth Advisors, LLC (“Danforth”) and received no compensation directly from the Company.

On November 17, 2023, the Company terminated the consulting agreement between the Company and Danforth, effective January 16, 2024.

On November 17, 2023, Mr.

Lurier ceased serving as the Company’s Interim Chief Financial Officer and Dr.

Vera was appointed as the Company’s Principal Financial and Accounting Officer.

Currently, the Baylor College of Medicine (“BCM”) supplies the Company with MT-601, the Company’s lead Multi-Antigen Recognizing (MAR)-T cell therapy in anticipation of the commencement of the Company’s larger pivotal trial for Lymphoma.

On June 16, 2025, the Company entered into a Statement of Work (the “SOW”) with Cellipont Bioservices (“Cellipont”), a leading cell therapy Contract Development and Manufacturing Organization (“CDMO”), for the manufacturing of MT-601.

Pursuant to the SOW, Cellipont will provide technology transfer and cGMP manufacturing services to support the scale-up and production of MT-601 for the Company’s APOLLO study.

FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS

As of December 31, 2024, the Company had cash and cash equivalents of approximately $ 19.2 million.

As of December 31, 2025, the Company had cash, cash equivalents, and restricted cash of approximately $ 17.0 million.

The Company’s activities since inception have consisted principally of acquiring product and technology rights, raising capital, and performing research and development.

29 unchanged sentences

LLC with indemnification and contribution rights.

In August 2021, the Company received notice of a Product Development Research award totaling approximately $ 13.1 million from the CPRIT to support the Company’s clinical investigation of MT-401.

Through the date of this filing, the Company has received $ 9.7

million of funds from the CPRIT grant.

The Company recorded $ 4.4 million of grant income related to the CPRIT grant as revenue during the year ended December 31, 2024 and at December 31, 2024, the Company recorded $ 2.1 million of grant income receivable.

In September 2022, the Company received notice from the FDA that it had awarded the Company a $ 2.0 million grant from the FDA’s Orphan Products Grant program to support the clinical investigation of MT-401 for the treatment of post-transplant AML.

Through the date of this filing, the Company has received $ 1.0 million from the FDA grant.

The Company recorded $ 0.5 million of grant income related to the FDA grant as revenue during the year ended December 31, 2024 and at December 31, 2024, the Company had no grant income receivable recorded.

In May 2023, the Company announced that it had received a $ 2.0 million grant from the National Institutes of Health Small Business Innovation Research (“SBIR”) program to support the development and investigation of MT-401 for the treatment of AML patients following standard-of-care therapy with hypomethylating agents.

Through the date of this filing, the Company has received $ 1.2 million from SBIR.

The Company recorded $ 1.0 million of grant income related to the SBIR grant as revenue during the year ended December 31, 2024 and at December 31, 2024, the Company recorded $ 0.2 million of grant income receivable.

In February 2025, the Company received $ 0.2 million of funds from the SBIR grant.

Between July 17 and 21, 2025, the Company sold 1,624,075 shares of common stock pursuant to the ATM

Agreement for net proceeds of $ 4.5 million, after deducting agent commissions, at an average price of $ 2.87 per share.

On August 26, 2025, the Company sold an additional 3,734,217 shares of common stock pursuant to the ATM Agreement with H.C.

Wainwright & Co., LLC for net proceeds of $ 5.4 million, after deducting agent commissions, at an average price of $ 1.48 per share.

In August 2021, the Company received notice of a Product Development Research award totaling approximately $ 13.1 million from the CPRIT to support the Company’s clinical investigation of MT-401 (the “CPRIT AML Grant”).

Through the date of this filing, the Company has received $ 11.8 million in funds from the CPRIT AML Grant.

Through the date of this filing, the Company has received $ 1.2 million in funds from the FDA Grant.

In May 2023, the Company announced that it had received a $ 2.0 million grant from the National Institutes of Health (“NIH”) Small Business Innovation Research (“SBIR”) program to support the development and investigation of MT-401 for the treatment of AML patients following standard-of-care therapy with hypomethylating agents (the “SBIR AML Grant”).

Through the date of this filing, the Company has received $ 1.7 million in funds from the SBIR AML Grant.

The above funding agencies have agreed to continue their financial support and to shift funds to the MT-401-OTS program.

In June 2024, the Company received notice of a $ 2.0 million grant over a 2 -year period from the National Institutes of Health - National Cancer Institute (“NIH”) to support control over tumor immune escape in pancreatic cancer using a dual T cell product strategy.

Through the date of this filing, the Company has received approximately $ 6,000 from NIH for this grant.

The Company recorded approximately $ 6,000 of grant income related to the NIH grant as revenue during the year ended December 31, 2024 and at December 31, 2024, the Company recorded approximately $ 6,000 of grant income receivable.

In February 2025, the Company received approximately $ 6,000 of funds from the NIH grant.

In August 2024, the Company received notice of a $ 2.0 million grant from the SBIR program to support the clinical investigation of MT-601 in patients with non-Hodgkin’s lymphoma (NHL) who have relapsed following anti-CD19 chimeric antigen receptor (CAR) T cell therapy.

Through the date of this filing, the Company has received $ 0.7 million of funds from this grant.

The Company recorded $ 0.7 million of grant income related to this grant as revenue for the year ended December 31, 2024 and at December 31, 2024, the Company had no grant income receivable recorded.

In August 2024, the Company received another $ 2.0 million grant from the National Institutes of Health SBIR program to support the advancement of MT-601 in patients with pancreatic cancer.

Through the date of this filing, the Company has received approximately $ 7,000 from NIH for this grant.

The Company recorded approximately $ 7,000 of grant income related to the NIH grant as revenue during the year ended December 31, 2024 and at December 31, 2024, the Company recorded approximately $ 7,000 of grant income receivable.

In February 2025, the Company received approximately $ 7,000 of funds from the NIH grant.

In December 2024, the Company received notice of an additional $ 9.5 million grant from CPRIT to support the clinical investigation of MT-601 in patients with metastatic pancreatic cancer.

Through the date of this filing, the Company has not received any funds from this grant.

In December 2022, the Company entered into a purchase agreement, or the Purchase Agreement, with Lincoln Park Capital Fund, LLC, or Lincoln Park, which provides that, upon the terms and subject to the conditions of the agreement, the Company has the right, but not the obligation, to sell to Lincoln Park up to $ 25,000,000 of shares of its common stock, or the Purchase Shares, from time to time over a 24-month term.

For the year ended December 31, 2024, the Company did not sell any shares of its common stock under the Purchase Agreement.

In January 2023, Lincoln Park was issued 180,410 shares of stock as a commitment fee at a value of $ 0.5 million.

On February 29, 2024, the Company terminated the Purchase Agreement with Lincoln Park effective March 1, 2024.

In June 2024, the Company received notice of a $ 2.0 million grant over a 2 -year period from the National Institutes of Health SBIR program to support control over tumor immune escape in pancreatic cancer using a dual T cell product strategy (the “Decoy Grant”).

Through the date of this filing, the Company has received approximately $ 0.5 million in funds from the Decoy Grant.

In August 2024, the Company received notice of a $ 2.0 million grant from the NIH SBIR program to support the clinical investigation of MT-601 in patients with non-Hodgkin’s lymphoma (“NHL”) who have relapsed following anti-CD19 chimeric antigen receptor (CAR) T cell therapy (the “SBIR NHL Grant”).

Through the date of this filing, the Company has received $ 1.3 million in funds from the SBIR NHL Grant.

In August 2024, the Company received another $ 2.0 million grant from the NIH SBIR program to support the advancement of MT-601 in patients with pancreatic cancer (the “PANACEA Grant”).

Through the date of this filing, the Company has received approximately $ 0.4 million in funds from the PANACEA Grant.

In December 2024, the Company received notice of an additional $ 9.5 million grant from CPRIT to support the clinical investigation of MT-601 in patients with metastatic pancreatic cancer (the “CPRIT Pancreatic Grant”).

Through the date of this filing, the Company has received $ 1.5 million in funds from this grant.

Refer to Note 5 and Note 9 for grant income receivable and grant income recorded for each grant, respectively, for the periods presented.

On December 19, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company issued and sold in a private Placement the following securities:

1 unchanged sentence

The purchase price per share of common stock and accompanying Private Placement Warrant to purchase a share of common stock was $ 3.20 , and the purchase price per Pre-Funded Warrant and accompanying Private Placement Warrant to purchase a share of common stock was $ 3.199 .

Net proceeds from the sale of securities in the Private Placement was approximately $ 14.9 million, which does not include any proceeds that may be received upon exercise of any warrants issued in the Private Placement.

Both the Pre-Funded Warrants and the Private Placement Warrants are not exercisable until the Company obtains shareholder approval.

On March 21, 2025, the Company obtained shareholder approval for the exercise of such warrants.

The transaction closed on December 23, 2024.

The transaction closed on December 23, 2024, with net proceeds from the sale of securities in the Private Placement of approximately $ 14.9 million, which does not include any proceeds that may be received upon exercise of any warrants issued in the Private Placement.

Both the Pre-Funded Warrants and the Private Placement Warrants were not exercisable until the Company obtained shareholder approval, which was received on March 21, 2025.

The Company expects to continue to incur substantial losses over the next several years during its development phase.

Based on the Company’s lack of recurring revenues, anticipated uses of cash and historical recurring cash losses from operating activities, and cash and cash equivalents as of December 31, 2024, the Company anticipates that it will be able to fund its operating expenses and capital expenditure requirements into the first quarter of 2026, assuming no additional grant funds are received.

Based on the Company’s lack of recurring revenues, anticipated uses of cash and historical recurring cash losses from operating activities, and cash, cash equivalents, and restricted cash as of December 31, 2025, and taking into consideration the net proceeds received in July and August of 2025 through the sale of Common Stock pursuant to its ATM Agreement with H.C.

Wainwright & Co.,

LLC (see Note 7), the Company anticipates that it will be able to fund its operating expenses and capital expenditure requirements through the fourth quarter of 2026, assuming no additional grant funds are received, either from new grants or from existing awarded grants.

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

Management currently plans to raise additional capital through the issuance of common shares and receipt of additional grant funds, which could enable the Company to fund its operating expenses and capital expenditure requirements beyond the first quarter of 2026, although no assurance can be given that such capital or existing awarded grants will be earned or future grants will be awarded.

The Company’s future cash requirements are based on the Company’s clinical and research and development plans, timing expectations related to the progress of its programs, and is subject to the Company’s ability to effectively manage its costs, raise additional capital, and receive additional grant funds.

Management is considering raising additional capital through the issuance of securities and intends to apply for additional grant funds, which could enable the Company to fund its operating expenses and capital expenditure requirements beyond the fourth quarter of 2026, although no assurance can be given that such capital or existing awarded grants will be earned or future grants will be awarded.

The Company’s assumptions may prove to be wrong, and the Company could utilize its available capital resources sooner than it currently expects.

12 unchanged sentences

The Company’s 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, the current macro-economic environment of decades-high inflation and concerns about an economic recession in the United States or other major markets have resulted in, among other things, volatility in the capital markets that may have the effect of reducing the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity.

In addition to the foregoing, high inflation and concerns about an economic recession in the United States or other major markets have resulted in, among other things, volatility in the capital markets that may have the effect of 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 due to these factors could materially affect the Company’s business and the value of its common stock.

2 unchanged sentences

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

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

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”).

13 unchanged sentences

stock-based compensation expense and income taxes.

Cash, Cash Equivalents and Credit Risk

Cash, Cash Equivalents, Restricted Cash, 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, 2024 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.

Cash, cash equivalents, and restricted cash at December 31, 2025 consisted of cash and certificates of deposit in institutions in the United States.

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, 2024 and December 31, 2023, the Company had approximately $ 1.1 million and $ 1.4 million, respectively in cash at financial institutions.

As of December 31, 2024, the Company had approximately $ 18.1 million in U.S.

government agency securities.

As of December 31, 2025, the Company had approximately $ 1.6 million in cash at financial institutions, including $ 1.0 million of restricted cash at financial institutions, and approximately $ 15.4 million in U.S.

government agency securities, for aggregate cash, cash equivalents, and restricted cash of $ 17.0 million.

As of December 31, 2024, the Company had approximately $ 1.1 million in cash at financial institutions and approximately $ 18.1 million in U.S.

government agency securities, for aggregate cash and cash equivalents of $ 19.2 million.

In the event cash is received from grants in advance of incurring qualifying costs, it is recorded as restricted cash until it is earned and recorded to grant income.

Discontinued Operations

The Purchased Assets sold to Cell Ready pursuant to the Cell Ready Purchase Agreement constituted a significant disposition and as such, the Company concluded that the disposition of its Purchased Assets represented a strategic shift that had a major effect on its operations and financial results.

Therefore, the Purchased Assets, related party revenue, service revenue and related expenses are classified as discontinued operations for all periods presented herein.

See Note 6 for further information.

Modification of Stock Options

During the year ended December 31, 2025, the Company recorded incremental stock-based compensation expense of $ 0.3 million pertaining to the modification of stock options in connection with certain consultants.

The modification provided for an acceleration of unvested options, resulting in $ 0.3 million in compensation expense that was immediately recognized, and is reflected in operating expenses.

Patents and Patent Application Costs

29 unchanged sentences

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, 2024 and 2023, no liability for unrecognized tax benefits was required to

As of December 31, 2025 and 2024, 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.

11 unchanged sentences

Segment Reporting

The Company adopted Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, as of January 1, 2024.

See the section Recently Adopted Accounting Standards below for more information.

Operating segments are defined as components of an entity for which separate discrete financial information is made available and that is regularly evaluated by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance.

5 unchanged sentences

The CODM evaluates performance and allocates resources based on consolidated net income (loss) that also is reported on the consolidated statements of operations as net loss, and consolidated cash used in operations.

The Company’s significant expenses are consistent with the expenses presented on the consolidated statement of operations.

The CODM makes operating decisions based on the availability of cash and the allocation of cash to the required expenditures.

Expenses are not regularly provided to the CODM on a more disaggregated basis for purposes of assessing segment performance and deciding how to allocate resources.

The significant expenses regularly reviewed by the CODM are consistent with those reported on the Company’s consolidated statements of operations, and expenses are not regularly reviewed on a more disaggregated basis for purposes of assessing segment performance and deciding how to allocate resources.

New Accounting Standards

2 unchanged sentences

Recently Adopted Accounting Standards

Improvements to Reportable Segment Disclosures

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker, among other provisions.

Effective January 1, 2024, the Company adopted the new standard on a retrospective basis for annual periods, and interim periods beginning the first quarter of 2025.

The Company does not believe the impact of the new guidance and related codification improvements had a material impact to its financial position, results of operations and cash flows.

Recently Issued Accounting Standards Not Yet Adopted

Improvements to Income Tax Disclosures

3 unchanged sentences

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

This guidance will be effective for the annual periods beginning the year ended December 31, 2025.

Effective January 1, 2025, the Company adopted the new standard and applied it retrospectively to prior periods presented.

The Company does not believe the new disclosure requirements had a material impact to its financial positions, results of operations and cash flows.

Recently Issued Accounting Standards Not Yet Adopted

Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities.

The new standard is intended to establish authoritative guidance on the accounting for government grants received by business entities and reduce diversity in practice.

The amendments establish the timing and methods of recognition of both (1) a grant related to an asset and (2) a grant related to income.

The amendments also require certain disclosures including the nature of the grant received, the accounting policies used to account for the grant, and significant terms and conditions for the grant.

The new guidance is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

Upon adoption, the guidance can be applied prospectively or retrospectively.

We do not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

The new guidance may be applied on a modified prospective basis, modified retrospective basis, or full retrospective basis.

The Company is currently evaluating the impact of ASU 2025-10 on its consolidated financial statements.

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures

5 unchanged sentences

The Company is in the process of assessing the impact of ASU 2024-03 on its disclosures.

U.S Tax Law Changes

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, introducing significant changes to U.S.

tax law, including provisions related to bonus depreciation, interest expense limitations, and the treatment of domestic research and development expenditures.

The Company evaluated the legislation in accordance with ASC 740 and determined that the enactment did not have a material impact on its financial statements for the year ended December 31, 2025.

NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS

3 unchanged sentences

For the Years Ended

Loss from continuing operations

( 12,163,620 )

( 10,731,315 )

Income (loss) from discontinued operations

( 10,731,315 )

( 8,236,814 )

Weighted average common shares outstanding, basic

1 unchanged sentence

Net earnings (loss) per share:

Loss from continuing operations, basic and diluted

Income (loss) from discontinued operations, basic and diluted

Net loss per share, basic and diluted

5 unchanged sentences

OTHER RECEIVABLE

Other receivable mainly consists of grant income receivable.

Qualifying grant income earned in advance of cash received from grants is recognized as revenue and recorded as other receivable.

The Company recorded $ 4.4 million of grant income related to the CPRIT grant for the year ended December 31, 2024.

At December 31, 2024, the Company recorded $ 2.1 million of grant income receivable related to the CPRIT grant.

Additionally, the Company recorded $ 0.5 million and $ 1.0 million of grant income related to the FDA and SBIR grants related to MT - 401, respectively, for the year ended December 31, 2024.

At December 31, 2024, the Company recorded nil and $ 0.2 million of grant income receivable related to the FDA and SBIR grants, respectively.

The Company received $ 0.2 million of funds from SBIR in February 2025.

The Company also recorded approximately $ 6,000 and $ 7,000 of grant income related to the National Institutes of Health grants related to the advancement of MT-601 in patients with pancreatic cancer.

The Company received $ 6,000 and $ 7,000 , respectively, from the National Institutes of Health grants related to the advancement of MT-601 in patients with pancreatic cancer.

DISCONTINUED OPERATIONS

As discussed in Note 1, on June 26, 2023, the Company completed the previously announced transaction with Cell Ready for cash consideration of $ 19.0 million, resulting in derecognition of the Purchased Assets and a gain on sale of approximately $ 8.7 million, net of $ 63,000 in tax.

There were no assets and liabilities classified in discontinued operations as of December 31, 2024 and 2023, respectively.

The Company had no activity related to discontinued operations for the year ended December 31, 2024.

Net loss from discontinued operations consists of the following for the year ended December 31, 2023, excluding the gain on disposal:

For the Year Ended

Service revenue

Related party service revenue

Total revenues

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from discontinued operations

( 2,922,406 )

The following table summarizes our cash flows related to discontinued operations for the year ended December 31, 2023:

For the Year Ended

Discontinued operations:

Net cash used in operating activities

( 6,099,000 )

Net cash provided by investing activities

Net increase in cash and cash equivalents from discontinued operations

Related Party Service Revenue

In April 2022, the Company entered into a binding services agreement (“Wilson Wolf Agreement”) with Wilson Wolf Manufacturing Corporation (“Wilson Wolf”).

John Wilson was a member of the Company’s board of directors at the time of the agreement and is serving as the CEO of Wilson Wolf.

Wilson Wolf is in the business of creating products and services intended to simplify and expedite the transition of cell therapies and gene-modified cell therapies to mainstream society (the “Wilson Wolf Mission”).

Pursuant to the Wilson Wolf Agreement, Wilson Wolf made a cash payment to the Company in the amount of $ 8.0 million, as consideration for certain training and research services.

In March 2023, the Company recognized the final $ 2.5 million of revenue pursuant to this $ 8.0 million agreement and an additional $ 1.0 million because the work was completed within one year from the onset of the Wilson Wolf Agreement, achieving the agreed milestone.

The Wilson Wolf Agreement and related service obligations were completed upon achievement of this final milestone, and no obligations remain.

The following table summarizes the Company’s other receivable balance as of December 31, 2025 and 2024, respectively:

Grant income receivable:

CPRIT AML Grant

SBIR AML Grant

SBIR NHL Grant

PANACEA Grant

Total grant income receivable

Interest receivable

Total other receivable

Refer to Note 2 for details related to awarded grants and Note 9 for more information on grant income.

ACCOUNTS PAYABLE, ACCRUED LIABILITIES, AND RELATED PARTY PAYABLE

5 unchanged sentences

Total accounts payable and accrued liabilities

The $ 1.7 million related-party payable reflects amounts payable to Cell Ready for outsourced product development and manufacturing services.

This amount was paid during January 2025.

See Note 12 for additional information.

The $ 1.7 million related-party payable as of December 31, 2024 reflects amounts for outsourced product development and manufacturing services.

Related Party Transactions.

STOCKHOLDERS’ EQUITY

Reverse Stock Split

On January 26, 2023, the Company effected the Reverse Stock Split and a corresponding reduction in the total number of authorized shares of its common stock from 300,000,000 to 30,000,000 .

The Reverse Stock Split, which was approved by stockholders at an annual stockholder meeting on May 24, 2022, was consummated pursuant to a Certificate of Amendment filed with the Secretary of State of Delaware on January 26, 2023.

The Reverse Stock Split was effective on January 26, 2023.

All historical share and per share amounts reflected in this report have been adjusted to reflect the Reverse Stock Split.

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.

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

Common Stock Transactions

The Company has authorized up to 30,000,000 shares of common stock, $ 0.001 par value per share, for issuance.

Significant 2025 and 2024 common stock transactions were as follows:

2024 Common Stock Transactions

Issuance of Common Stock Pursuant to ATM Agreement

During the year ended December 31, 2025, the Company sold 5,358,292 shares of its common stock under the ATM Agreement for gross proceeds of $ 9.9 million.

During the year ended December 31, 2024, the Company sold 8,178 shares of its common stock under the ATM Agreement for gross proceeds of $ 37,000 .

On June 10, 2024, the Company provided notice of its termination of the ATM Agreement with Cantor Fitzgerald & Co.

and RBC Capital Markets, LLC.

In November 2024, the Company entered into an ATM Agreement with H.C.

Wainwright & Co., LLC.

Private Placement

6 unchanged sentences

The transaction closed on December 23, 2024.

Issuance of Stock Pursuant to ATM Agreement

During the year ended December 31, 2024, the Company sold 8,178 shares of its common stock under the ATM Agreement for gross proceeds of $ 37,000 .

On June 10, 2024, the Company provided notice of its termination of the ATM Agreement with Cantor Fitzgerald & Co.

and RBC Capital Markets, LLC.

In November 2024, the Company entered into an ATM Agreement with H.C.

Wainwright & Co., LLC.

Exercise of Stock Options

During the year ended December 31, 2024, certain outstanding options were exercised for 25,602 shares of common stock providing aggregate proceeds to the Company of approximately $62,000 .

2023 Common Stock Transactions

Issuance of Stock Pursuant to ATM Agreement

During the year ended December 31, 2023, the Company sold 265,334 shares of its common stock under the ATM Agreement for net proceeds of $ 1.0 million.

Stock Purchase Agreement with Lincoln Park

In December 2022, the Company entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park which provides that, upon the terms and subject to the conditions of the agreement, the Company has the right, but not the obligation, to sell to Lincoln Park up to $ 25,000,000 of shares of its common stock (the “Purchase Shares”) from time to time over a 24-month term, at a variable price with certain market-based terms as defined in the Purchase Agreement.

The Purchase Agreement does not exhibit any of the characteristics for liability classification under ASC Topic 480, Distinguishing Liabilities from Equity .

Instead, the purchase agreement is indexed to the Company’s own stock under ASC Subtopic 815-40, Contracts in Entity’s Own Equity , and classified as equity.

In January 2023, Lincoln Park was issued 180,410 shares of stock as a commitment fee at a value of $ 0.5 million.

During the year ended December 31, 2023, the Company sold 12,500 shares of its common stock under the Purchase Agreement for proceeds of approximately $ 33,000 .

The Company terminated the Purchase Agreement with Lincoln Park on February 29, 2024 effective March 1, 2024.

Exercise of Stock Options

During the year ended December 31, 2023, certain outstanding options were exercised for 27,518 shares of common stock providing aggregate proceeds to the Company of approximately $ 0.1 million.

Exercise of Pre-funded Warrants

During the year ended December 31, 2025, certain outstanding pre-funded warrants were exercised for 605,830 shares of common stock providing aggregate proceeds to the Company of $ 605 .

Preferred Stock

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

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

Warrant Summary

10 unchanged sentences

The 2020 Plan was further amended effective May 2022 to increase the number of shares of common stock authorized for issuance under the plan by 850,000 shares.

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 Company’s 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.

The 2020 Equity Incentive 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 Equity Incentive Plan may be at prices and for terms as determined by the Company’s 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 Nasdaq Stock Exchange.

Options granted under the 2020 Plan have a maximum term of ten years from the date of grant and generally vest over four years .

Options granted under the 2020 Equity Incentive Plan have a maximum term of ten years from the date of grant and generally vest over four years .

2025 Equity Incentive Awards

On February 12, 2025, pursuant to the Company’s 2020 Equity Incentive Plan, the compensation committee of the Company’s board of directors approved 50,000 options to purchase the Company’s common stock as equity-based incentive awards to the Company’s Chief Executive Officer and President, Dr.

On February 12, 2025, pursuant to the Company’s 2020 Equity Incentive Plan, as amended, the compensation committee of the Company’s board of directors approved 50,000 options to purchase the Company’s common stock as equity-based incentive awards to the Company’s Chief Executive Officer and President, Dr.

Juan Vera, and 30,000 options to purchase the Company’s common stock as equity-based incentive awards to each Non-Employee Director.

Each option award was granted with an exercise price of $ 1.59 per share, the closing price of the Company’s common stock on the Nasdaq Capital Market on February 12, 2025, with the option award vesting in three annual installments, subject to such Optionee’s continued service on the applicable vesting date.

2023 Equity Incentive Awards

On February 27, 2023, pursuant to the Company’s 2020 Equity Incentive Plan, the compensation committee of the Company’s board of directors approved a total of 316,855 options to purchase the Company’s common stock as equity-based incentive awards to the Company’s executive officers and management team.

Each option award was granted with an exercise price of $ 2.14 per share, the closing price of the Company’s common stock on the Nasdaq Capital Market on February 27, 2023, with the option award vesting in 48 equal monthly installments over a four-year period, subject to such executive officer’s continued service on the applicable vesting date.

Additionally, on February 27, 2023, the compensation committee of the Company’s board of directors approved a total of 87,677 options to purchase the Company’s common stock to non-executive employees and management team of the Company as equity-based incentive awards.

Each option award was granted with an exercise price of $ 2.14 per share, the closing price of the Company’s common stock on the Nasdaq Capital Market on February 27, 2023, with the option award vesting in 48 equal monthly installments over a four-year period, subject to such employee’s continued service on the applicable vesting date.

The above awards were in addition to 7,000 stock option awards issued during the three months ended March 31, 2023 to new employees upon their commencement of employment with the Company.

Each option award was granted with an exercise price of $ 2.769 per share, the closing price of the Company’s common stock on the Nasdaq Capital Market on January 3, 2023, with 25 % of the option award vesting in one year and the remaining 75 % vesting in 36 equal monthly installments thereafter over a three-year period, subject to such employee’s continued service on the applicable vesting date.

On May 10, 2023, the Company’s board of directors approved a one-time share option grant of 100,000 shares of common stock to Dr.

Vera for his appointment as the Company’s Chief Executive Officer.

The option has a term of ten years and will vest in equal annual installments on May 10, 2024, May 10, 2025, May 10, 2026, and May 10, 2027, subject to Mr.

Vera’s continued service to the Company as of the applicable vesting date.

Each option award was granted with an exercise price of $ 1.42 per share, the closing price of the Company’s common stock on the Nasdaq Capital Market on May 10, 2023.

On June 6, 2023, pursuant to the Company’s Non-Employee Director Compensation Policy, which had previously been approved by the Company’s board of directors, a total of 32,000 stock option awards were issued to independent members of the board of directors of the Company.

Each option award was granted with an exercise price of $ 1.72 per share, the closing price of the Company’s common stock on the Nasdaq Capital Market on June 6, 2023.

Each Option award will vest in one year subject to the director’s continuance of service through June 6, 2024.

For the year ended December 31, 2023, the Company recorded incremental stock-based compensation expense of approximately $ 0.3 million pertaining to the modification of stock options in connection with the termination of certain employees that were hired by Cell Ready or transitioned as independent consultants.

The modification provided for an acceleration of unvested options, resulting in a change in compensation expense that was immediately recognized.

$ 0.2 million is reflected in loss from discontinued operations.

As of December 31, 2024, approximately 1.2 million shares of common stock are available to be issued under the 2020 Plan.

On October 31, 2025, the board of directors (the “Board”) of the Company appointed Ms.

Kathryn Penkus Corzo to the Company’s Board, effective November 1, 2025.

In connection with the appointment of Kathryn Penkus Corzo to the Company’s Board and pursuant to the Company’s 2020 Equity Incentive Plan, the Company granted Ms.

Corzo 147,611 stock options to purchase shares of the Company’s common stock at an exercise price per share equal to the fair market value per share on the date she was appointed to the Board.

The options will vest evenly over thirty-six ( 36 ) months and are subject to her continued service as a director.

On October 31, 2025, the Compensation Committee and Board approved a discretionary award of 250,000 stock options at an exercise price per share equal to the fair market value per share on the date of the grant (the “CEO Options”) to Dr.

Juan Vera under the Company’s 2020 Plan.

The CEO Options vest annually over four years beginning on the anniversary of the grant date of the CEO Options and are subject to the terms and conditions of the 2020 Plan and the Company’s form of option award agreement.

On November 17, 2025, the Compensation Committee of the Board approved additional grant awards to each Non-Employee Director apart from Ms.

The Company granted each Non-Employee Director a total of 221,741 stock options to purchase shares of the Company’s common stock at an exercise price per share equal to the fair market value per share on the grant date, or $ 0.9548 .

The options vest fully in one annual installment, subject to such Optionee’s continued service through the vesting date.

As of December 31, 2025, approximately 0.1 million shares of common stock are available to be issued under the 2020 Equity Incentive Plan.

Stock Options

25 unchanged sentences

General and administrative

Stock compensation in continuing operations

Stock compensation in discontinued operations

Total stock compensation expenses

The modification resulted in an acceleration of $ 0.3 million in compensation expense that was immediately recognized, and is reflected in operating expenses.

At December 31, 2025, the total stock-based compensation cost related to unvested awards not yet recognized was $ 0.9 million.

The expected weighted average period compensation costs to be recognized was 1.9 years.

The expected weighted average period for compensation costs to be recognized was 1.8 years.

Future option grants will impact the compensation expense recognized.

In August 2021, the Company received notice of a Product Development Research award totaling approximately $ 13.1 million from CPRIT to support the Company’s Phase 2 clinical trial of MT-401.

The CPRIT award is intended to support the adjuvant arm of the Company’s Phase 2 clinical trial evaluating MT-401 when given as an adjuvant therapy to patients with acute myeloid leukemia following a hematopoietic stem cell transplant.

The primary objectives of the adjuvant arm of the trial are to evaluate relapse-free survival after MT-401 treatment when compared with a randomized control group.

If restricted cash received from grants in advance of incurring qualifying costs, it is recorded as deferred revenue and recognized as revenue when qualifying costs are incurred.

There was no restricted cash recorded as of December 31, 2024 and December 31, 2023.

If qualifying grant income is earned in advance of cash received from grants, it is recognized as revenue and recorded as other receivable.

The Company recorded $ 4.4 million and $ 2.7 million of grant income related to the CPRIT grant as revenue for the years ended December 31, 2024 and 2023, respectively.

At December 31, 2024, the Company had recorded $ 2.1 million as other receivable, which represented grant income earned in advance of the next tranche of funds to be received from CPRIT.

In December 2024, the Company received notice an additional $ 9.5 million grant from CPRIT to support the clinical investigation of MT-601 in patients with metastatic pancreatic cancer.

The Company did no t record any grant income related to this grant for the year ended December 31, 2024.

Grant Income represents funding under cost reimbursement programs from government agencies and non-profit foundations for qualified research and development activities performed by the Company.

Revenue is recognized when the Company incurs expenses related to the grants for the amount the Company is entitled to under the provisions of the contract (see Note 3).

If restricted cash is received from grants in advance of incurring qualifying costs, it is recorded as deferred revenue and recognized as revenue when qualifying costs are incurred.

The Company had $ 1.0 million of restricted cash recorded as of December 31, 2025, and no ne recorded as of December 31, 2024.

The following table summarizes grant income recorded for the years ended December 31, 2025 and 2024, by grant:

For the Years Ended

Grant income:

CPRIT AML Grant 1

SBIR AML Grant

SBIR NHL Grant

PANACEA Grant

CPRIT Pancreatic Grant 1

Total grant income

(1) Both CPRIT grants are subject to certain revenue-sharing arrangements, as per the grant agreements (see Note 10).

In September 2022, the Company received notice from the FDA that it had awarded the Company a $ 2.0 million grant from the FDA’s Orphan Products Grant program to support the Company’s Phase 2 clinical trial of MT-401 for the treatment of post-transplant AML.

The Company recorded $ 0.5 million and $ 0.4 million of grant income related to the FDA grant as revenue for the years ended December 31, 2024 and December 31, 2023, respectively.

As of December 31, 2024, the Company had no other receivable recorded with respect to the FDA grant.

In May 2023, the Company announced it had received a $ 2.0 million grant from the National Institutes of Health Small Business Innovation Research program to support the development and investigation of MT-401 for the treatment of AML patients following standard-of-care therapy with hypomethylating agents.

The Company recorded $ 1.0 million and $ 0.2 million of grant income related to the SBIR grant as revenue for the years ended December 31, 2024 and December 31, 2023, respectively.

As of December 31, 2024, the Company recorded $ 0.2 million as other receivable, which represented grant income earned in advance of funds to be received from the SBIR.

In February 2025, the Company received $ 0.2 million of funds from the SBIR grant.

In August 2024, the Company received notice of a $ 2.0 million grant from the National Institutes of Health Small Business Innovation Research Program to support the clinical investigation of MT-601 in patients with non-Hodgkin’s lymphoma (NHL) who have relapsed following anti-CD19 chimeric antigen receptor (CAR) T cell therapy.

The Company recorded $ 0.7 million of grant income related to this grant as revenue for the year ended December 31, 2024.

As of December 31, 2024, the Company had no other receivable recorded related to this grant.

In August 2024, received notice of another $ 2.0 million grant from the National Institutes of Health Small Business Innovation Research Program to support the clinical investigation of MT-601 in patients with pancreatic cancer.

The Company recorded approximately $ 7,000 of grant income for the year ended December 31, 2024 and recorded the same amount in other receivables as of December 31, 2024.

NIH – National Cancer Institute

In June 2024, the Company received notice of a $ 2.0 million grant over a 2-year period from the National Institutes of Health - National Cancer Institute to support control over tumor immune escape in pancreatic cancer using a dual T cell product strategy.

The Company recorded approximately $ 6,000 of grant income for the year ended December 31, 2024 and recorded the same amount in other receivables as of December 31, 2024.

If qualifying grant income is earned in advance of cash received from grants, it is recognized as revenue and recorded as other receivable (see Note 5).

COMMITMENTS AND CONTINGENCIES

Cancer Prevention and Research Institute of Texas

In August 2021, the Company received notice of a Product Development Research award totaling approximately $ 13.1 million from CPRIT to support the Company’s clinical investigation of MT-401.

In December 2024, the Company received notice of an additional $ 9.5 million grant from CPRIT to support the clinical investigation of MT-601 in patients with pancreatic cancer.

In August 2021, the Company received notice of a Product Development Research award totaling approximately $ 13.1 million from CPRIT to support the Company’s clinical investigation of MT-401 (the “CPRIT AML Grant”).

In December 2024, the Company received notice of an additional $ 9.5 million grant from CPRIT to support the clinical investigation of MT-601 in patients with pancreatic

cancer (“the CPRIT Pancreatic Grant”).

Both CPRIT grants contain identical terms surrounding intellectual property and revenue sharing.

20 unchanged sentences

Total Research and development

As of December 31, 2024 and 2023, $ 1.7 million and $ 1.3 million, respectively, of related party transactions are included in accounts payable and accrued liabilities.

As of December 31, 2025 and 2024, nil and $ 1.7 million, respectively, of related party transactions are included in accounts payable and accrued liabilities.

See Note 6 for additional information.

1 unchanged sentence

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

On April 1, 2025, the Company sighed Amendment #1 to the Sponsored Research and Product Development Agreement with BCM to perform research on “Controlling Tumor Immune Escape in Pancreatic Cancer using a Dual T-Cell Product Strategy.”

In September 2019, May 2020 and July 2021, the Company entered into Clinical Supply Agreements with BCM, which provided for BCM to provide to the Company multi tumor antigen specific products.

1 unchanged sentence

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

The Company has also entered into a Clinical Site Agreement with BCM, which provided for BCM to conduct clinical trials for the Company and is a part of continuing operations.

The Company has also entered into a Clinical Site Agreement and Laboratory Service Agreement with BCM, pursuant to which BCM conducts clinical trials for the Company and testing of Marker’s product candidates to develop an optimized potency assay.

BCM is also a shareholder of the Company’s common stock.

During the years ended December 31, 2025 and 2024, the Company incurred $ 3.2 million and $ 7,000 in expenses related to services and manufacturing costs and paid BCM approximately $ 3.0 million and $ 0.1 million for invoices received, respectively.

Purchases from Wilson Wolf .

In 2025, the Company utilized Wilson Wolf for the purchases of cell culture devices.

John Wilson was a member of the Company’s board of directors and is serving as the CEO of Wilson Wolf Manufacturing Corporation.

John Wilson is a former director of the Company and is serving as the CEO of Wilson Wolf Manufacturing Corporation.

During the years ended December 31, 2025 and 2024, the Company incurred approximately $ 0.1 million and nil , respectively, in expenses related to cell culture devices and paid Wilson Wolf approximately $ 0.1 million and nil respectively, for invoices received.

Purchases from Cell Ready, LLC.

The Company has utilized Cell Ready, LLC for clinical manufacturing supply and product development.

On February 22, 2024, we entered into a 3-year Master Services Agreement for Product Supply (the “MSA”) with Cell Ready.

Cell Ready, which is owned by a former director and current shareholder, Mr.

Cell Ready, which is owned by a former director, Mr.

John Wilson, is a contract development and manufacturing organization (“CDMO”).

During the year ended December 31, 2024, the Company entered into Work Order #1 under the MSA, pursuant to which Cell Ready agreed to provide the Company with GMP drug product for Marker MT-401 and/or MT-601.

The services include the delivery of final drug product and quality control testing.

The Company also requested Cell Ready to provide general support services in connection therewith.

During the year ended December 31, 2024, the Company incurred $ 5.8 million in expenses related to the services and manufacturing costs and paid $ 5.5 million for invoices received.

The Company has no federal income tax expense due to operating losses incurred and utilized for the years ended December 31, 2024, and 2023, respectively.

The Company recognized $ 50,000 and $ 4,000 in state tax expense for the years ended December 31, 2024 and 2023, respectively.

On February 22, 2024, the Company entered into a 3-year Master Services Agreement for Product Supply (the “MSA”) with Cell Ready.

During the years ended December 31, 2025 and 2024, the Company incurred $ 0.8 million and $ 5.8 million in expenses related to services and manufacturing costs, respectively, and paid $ 2.6 million and $ 5.5 million for invoices received, respectively.

On March 27, 2025, the Company mutually agreed with Cell Ready to terminate the MSA.

In connection therewith, the Company entered into a settlement and release agreement with Cell Ready pursuant to which the Company paid Cell Ready approximately $ 453,000 and the parties provided one another with mutual releases of all claims associated with any and all agreements between the Company and Cell Ready.

The Company has no federal income tax expense due to operating losses incurred for the years ended December 31, 2025, and 2024, respectively.

The Company recognized ($ 15,156 ) and $ 49,953 in state tax (benefit) expense for the years ended December 31, 2025 and 2024, respectively.

The effects of temporary differences that give rise to significant portions of the deferred tax assets as of December 31, 2025 and 2024 are as follows:

19 unchanged sentences

The state net operating loss carryforwards of $ 16.7 million generated in 2018 and thereafter are subject to an 80 % limitation on taxable income, do not expire and will carry forward indefinitely.

The Company has research and development tax credit carryforwards of $ 733,000 available to offset future federal income taxes.

The Company has federal and state research and development tax credit carryforwards of $ 0.7 million and $ 0.1 million, respectively, available to offset future federal income taxes.

The research and development tax credit carryforwards begin to expire in 2030.

1 unchanged sentence

A full Section 382 analysis has not been prepared and NOLs could be subject to limitation under Section 382.

Effective for tax years beginning after December 31, 2021, taxpayers are required to capitalize any expenses incurred that are considered incidental to research and experimentation (R&E) activities under IRC Section 174.

While taxpayers historically had the option of deducting these expenses under IRC Section 174, the December 2017 Tax Cuts and Jobs Act mandates capitalization and amortization of R&E expenses for tax years beginning after December 31, 2021.

Expenses incurred in connection with R&E activities in the US must be amortized over a 5-year period if incurred, and R&E expenses incurred outside the US must be amortized over a 15-year period.

R&E activities are broader in scope than qualified research activities considered under IRC Section 41 (relating to the research tax credit).

For the year ended December 31, 2024, and 2023, the Company performed an analysis based on available guidance and determined that it will continue to be in a loss position even after the required capitalization and amortization of its R&E expenses.

The Company will continue to monitor this issue for future developments, but it does not expect R&E capitalization and amortization to require it to pay cash taxes now or in the near future.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

Key corporate tax provisions include the restoration of 100% bonus depreciation, immediate expensing for domestic research and experimental expenditures, changes to Section 163(j) interest limitations, updates to Global Intangible Low-Taxed Income and Foreign-Derived Intangible Income rules, amendments to energy credits, and expanded Section 162(m) aggregation requirements.

In accordance with Accounting Standards Codification 740, Income Taxes (“ASC 740”), the effects of the new tax law were recognized in the period of enactment.

Due to the Company’s valuation allowance position, the provisions of the OBBBA did not have an impact on the Company’s income tax provision.

The Company’s income tax returns for 2022 to 2024 are still open and subject to audit.

In addition, net operating losses arising from prior years are also subject to examination at the time they are utilized in future years.

For the years ended December 31, 2024, and 2023, the expected tax expense (benefit) from continuing operations based on the U.

For the years ended December 31, 2025, and 2024, the expected tax (benefit) expense based on the U.

federal statutory rate is reconciled with the actual tax provision (benefit) as follows:

4 unchanged sentences

State taxes, net of federal benefit

Tax rate change

Permanent Differences

- Other permanent differences

Change in valuation allowance

( 1,556,000 )

Deferred true-up

Nontaxable or nondeductible items

Other adjustments

SBC cancellations

Income tax provision/(benefit)

The Company recognized approximately $ 50,000 in state tax expense for the year ended December 31, 2024.

The Company recognized approximately $ 15,156 in state tax benefit for the year ended December 31, 2025.

In accordance with ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, the Company updated the presentation of its effective tax rate reconciliation to reflect the standardized categories required by the new guidance.

The effective tax rate reconciliation for the year ended December 31, 2024 has been recast for comparative purposes to conform to the current-year presentation.

The recast was solely for presentation purposes and did not result in any changes to the Company’s previously reported income tax expense, effective tax rate, or other financial statement amounts.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

4 unchanged sentences

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position in the next year.

The following table sets forth a summary of income tax payments made and income tax refunds received during the year ended December 31, 2025, and 2024 as follows:

For the Years Ended

Payment (Refund)

United States

Other US States

Total Income Taxes Paid

SUBSEQUENT EVENTS

On March 21, 2025, the Company held a Special Meeting of Stockholders (the “Special Meeting”) at which the stockholders approved, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of the shares issuable upon exercise of (i) Series A Warrants to acquire 5,031,250 shares of Common Stock and (ii) Series B Warrants to acquire 3,247,445 shares of Common Stock.

On March 27, 2025, the Company mutually agreed with Cell Ready to terminate the MSA.

The Company has evaluated subsequent events and transactions that occurred up to the date these consolidated financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment to or disclosure in the unaudited condensed consolidated financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures