Marker Therapeutics, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES 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, 2025 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, 2025. 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, 2025 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 Principal 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 officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025 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, 2025. 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 our systems. 77 Table of Contents 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, 2025 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 Principal Financial and Accounting 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. ​ ITEM 9B. OTHER INFORMATION (b) Rule 10b5–1 trading arrangement. During the fourth quarter of 2025, n o director or Section 16 officer adopted or terminated any Rule 10b5-1 plan or non-Rule 10b5-1 trading arrangements. ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. ​ ​ 78 Table of Contents PART III ITEM 10. 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,” “Executive Officers” and “Delinquent Section 16(a) Reports” in our definitive proxy statement for our 2024 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, 2025 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. 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. ITEM 11. EXECUTIVE COMPENSATION The information required by this item will be set forth in the section headed “Executive Compensation” in our Proxy Statement and is incorporated herein by reference. ITEM 12. 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 “Securities Authorized for Issuance Under Equity Compensation Plans” and “Security Ownership of Certain Beneficial Owners and Management” 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” and “Information Regarding the Board of Directors and Corporate Governance” in our Proxy Statement and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this item will be set forth in the section headed “Transactions with Related Persons and Indemnification” and “Information Regarding the Board of Directors and Corporate Governance” in our Proxy Statement and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item will be set forth in the section headed “Principal Accountant Fees and Services” in our Proxy Statement and is incorporated herein by reference. ​ 79 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The documents filed as part of this report are as follows: 1. The financial statements and accompanying report of independent registered public accounting firm are set forth immediately following the signature page of this report beginning on page F-1. 2. 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. 3. The following is a list of exhibits filed as part of this Annual Report on Form 10-K. ​ 80 Table of Contents EXHIBIT INDEX ​ ​ ​ Incorporated by Reference Exhibit number ​ ​ ​ Exhibit description ​ ​ ​ Form ​ ​ ​ File no. ​ ​ ​ Exhibit ​ ​ ​ Filing date ​ ​ ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.1 ​ Certificate of Incorporation ​ 8-K ​ 001-37939 ​ 3.4 ​ 10/17/18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.2 ​ Certificate of Amendment to Certificate of Incorporation of Marker Therapeutics, Inc. ​ 8-K ​ 001-37939 ​ 3.1 ​ 5/27/22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.3 ​ Certificate of Amendment to Certificate of Incorporation of Marker Therapeutics, Inc. ​ 8-K ​ 001-37939 ​ 3.1 ​ 1/26/23 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.4 ​ Bylaws of Marker Therapeutics, Inc. ​ 8-K ​ 001-37939 ​ 3.6 ​ 10/17/18 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.0 ​ Form of Common Stock Certificate of Marker Therapeutics, Inc. ​ 10-K ​ 001-37939 ​ 4.0 ​ 3/25/24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.1 ​ Description of Securities of Marker Therapeutics, Inc. ​ 10-K ​ 001-37939 ​ 4.1 ​ 3/25/24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.2 ​ Form of Pre-Funded Warrant ​ 8-K ​ 001-37939 ​ 4.1 ​ 12/23/24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.3 ​ Form of Series A Warrant (Private Placement Warrant) ​ 8-K ​ 001-37939 ​ 4.2 ​ 12/23/24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1 ​ Exclusive License Agreement between Baylor College of Medicine and Marker Therapeutics, Inc. dated March 16, 2018*** ​ 10-K ​ 001-37939 ​ 10.21 ​ 3/15/19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.2 ​ Sponsored Research Contract between Baylor College of Medicine and Marker Therapeutics, Inc. dated November 16, 2018*** ​ 10-K ​ 001-37939 ​ 10.22 ​ 3/15/19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.3 ​ Form of Director and Officer Indemnification Agreement* ​ 10-K ​ 001-37939 ​ 10.39 ​ 3/15/19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.4 ​ Marker Therapeutics, Inc. 2020 Equity Incentive Plan ​ S-8 ​ 333-239136 ​ 99.1 ​ 6/12/20 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.5 ​ Marker Therapeutics, Inc. 2020 Equity Incentive Plan, as amended on May 24, 2022 ​ S-8 ​ 333-266797 ​ 4.4 ​ 8/11/22 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.6 ​ Form of Stock Option Grant Notice and Stock Option Agreement under the Marker Therapeutics, Inc. 2020 Equity Incentive Plan. ​ 10-Q ​ 001-37939 ​ 10.1 ​ 11/9/20 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.7 ​ Securities Purchase Agreement dated December 19, 2024 ​ 8-K ​ 001-37939 ​ 10.1 ​ 12/19/24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.8 ​ Registration Rights dated December 19, 2024 ​ 8-K ​ 001-37939 ​ 10.2 ​ 12/23/24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.9 ​ At The Market Offering Agreement, dated as of November 27, 2024, between the Company and H.C. Wainwright & Co., LLC ​ S-3 ​ 333-283515 ​ 1.1 ​ 11/27/24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 14.1 ​ Code of Ethics ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 81 Table of Contents ​ ​ Incorporated by Reference Exhibit number ​ ​ ​ Exhibit description ​ ​ ​ Form ​ ​ ​ File no. ​ ​ ​ Exhibit ​ ​ ​ Filing date ​ ​ ​ Filed herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 16.1 ​ Letter from Marcum LLP dated August 12, 2025 ​ 8-K ​ 001-37939 ​ 16.1 ​ 8/12/25 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19.1 ​ Insider Trading Policy ​ 10-K ​ 001-37939 ​ 19.1 ​ 3/31/25 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 21.1 ​ List of Subsidiaries ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23.1 ​ Consent of Marcum LLP, an independent public accounting firm. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23.2 ​ Consent of CBIZ CPAs, an independent public accounting firm. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 24.1 ​ Powers of Attorney (included on signature page) ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14a ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2 ​ Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14a ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1 ​ Certification of Chief Executive Officer pursuant to 18 U. S. C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002# ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.2 ​ Certification of Chief Financial Officer pursuant to 18 U. S. C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002# ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 97 ​ Incentive Compensation Recoupment Policy ​ 10-K ​ 001-37939 ​ 97 ​ 3/25/24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.INS ​ XBRL Instance Document ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH ​ XBRL Taxonomy Extension Schema Document ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.CAL ​ XBRL Taxonomy Extension Calculation Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF ​ XBRL Taxonomy Extension Definition Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB ​ XBRL Taxonomy Extension Label Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE ​ XBRL Taxonomy Extension Presentation Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 filed herewith) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * 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. 82 Table of Contents *** 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. ITEM 16. FORM 10-K SUMMARY None. ​ 83 Table of Contents SIGNATURES 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. Dated: March 18, 2026 ​ ​ Marker Therapeutics, Inc. By: /s/ Juan Vera Juan Vera President, Chief Executive Officer and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer) ​ ​ 84 Table of Contents POWER OF ATTORNEY Each of the undersigned officers and directors of Marker Therapeutics, Inc., hereby constitutes and appoints Juan Vera 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 28, 2026 on behalf of the registrant and in the capacities indicated. ​ Signature ​ ​ ​ Title ​ ​ ​ Date /s/ Juan Vera ​ President, Chief Executive Officer and Treasurer, Director (Principal Executive Officer and Principal Financial and Accounting Officer) ​ March 18, 2026 ​ Juan Vera ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ N. David Eansor ​ Chairman ​ March 18, 2026 ​ N. David Eansor ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Katharine Knobil ​ Director ​ March 18, 2026 ​ Katharine Knobil ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Steve Elms ​ Director ​ March 18, 2026 ​ Steve Elms ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Kathryn Penkus Corzo ​ Director ​ March 18, 2026 ​ Kathryn Penkus Corzo ​ ​ ​ ​ ​ ​ ​ ​ 85 Table of Contents MARKER THERAPEUTICS, INC. CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2025 AND DECEMBER 31, 2024 ​ ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688 ) ​ ​ ​ F-2 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 199) ​ F-4 Consolidated Balance Sheets ​ F-6 Consolidated Statements of Operations ​ F-7 Consolidated Statements of Stockholders’ Equity ​ F-8 Consolidated Statements of Cash Flows ​ F-9 Notes to the Consolidated Financial Statements ​ F-10 ​ ​ F-1 Table of Contents 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, 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 ​ 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. 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 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 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. ​ F-2 Table of Contents 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. /s/ Marcum LLP Marcum LLP We served as the Company’s auditor from 2014 to 2025. Houston, TX March 31, 2025 ​ F-3 Table of Contents 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. 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 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 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 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. ​ F-4 Table of Contents 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/ CBIZ CPAs 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). Houston, TX March 18, 2026 ​ F-5 Table of Contents ​ MARKER THERAPEUTICS, INC. CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, ​ 2025 ​ 2024 ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 16,068,048 ​ $ 19,192,440 Restricted cash ​ ​ 974,799 ​ ​ — Prepaid expenses and deposits ​ 658,750 ​ 483,717 Other receivables ​ ​ 1,369,400 ​ ​ 2,346,703 Total current assets ​ 19,070,997 ​ 22,022,860 Total assets ​ $ 19,070,997 ​ $ 22,022,860 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable and accrued liabilities ​ $ 1,299,384 ​ $ 1,753,954 Related party payable ​ ​ — ​ ​ 1,710,500 Deferred revenue ​ ​ 974,799 ​ ​ — Total current liabilities ​ 2,274,183 ​ 3,464,454 Total liabilities ​ 2,274,183 ​ 3,464,454 ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ Preferred stock, $ 0.001 par value, 5 million shares authorized, 0 shares issued and outstanding at December 31, 2025 and 2024, respectively ​ ​ — ​ ​ — Common stock, $ 0.001 par value, 30 million shares authorized, 16.7 million and 10.7 million shares issued and outstanding as of December 31, 2025 and 2024, respectively (see Note 7) ​ ​ 16,672 ​ ​ 10,708 Additional paid-in capital ​ 475,960,940 ​ 465,564,876 Accumulated deficit ​ ( 459,180,798 ) ​ ( 447,017,178 ) Total stockholders’ equity ​ 16,796,814 ​ 18,558,406 Total liabilities and stockholders’ equity ​ $ 19,070,997 ​ $ 22,022,860 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-6 Table of Contents MARKER THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Revenues: ​ ​ ​ ​ ​ ​ Grant income ​ $ 3,546,669 ​ $ 6,591,080 Total revenues ​ 3,546,669 ​ 6,591,080 Operating expenses: ​ ​ ​ ​ ​ ​ Research and development ​ 11,799,154 ​ 13,467,845 General and administrative ​ 4,184,806 ​ 4,241,607 Loss on early termination of vendor agreement ​ ​ 453,135 ​ ​ — Total operating expenses ​ 16,437,095 ​ 17,709,452 Loss from operations ​ ( 12,890,426 ) ​ ( 11,118,372 ) Other income: ​ ​ ​ ​ Interest income ​ 594,206 ​ 437,010 Other income ​ ​ 117,444 ​ ​ — Loss from operations before income taxes ​ ​ ( 12,178,776 ) ​ ​ ( 10,681,362 ) Income tax (benefit) expense ​ ​ ( 15,156 ) ​ ​ 49,953 Net loss ​ ​ ( 12,163,620 ) ​ ​ ( 10,731,315 ) ​ ​ ​ ​ ​ ​ ​ Net loss per share, basic and diluted ​ $ ( 0.79 ) ​ $ ( 1.19 ) ​ ​ ​ ​ ​ Weighted average number of common shares outstanding: ​ ​ ​ ​ ​ ​ Basic ​ ​ 15,310,308 ​ ​ 8,980,207 Diluted ​ ​ 15,310,308 ​ ​ 8,980,207 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-7 Table of Contents MARKER THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid- ​ Accumulated ​ Stockholders’ ​ ​ ​ ​ Shares ​ ​ ​ Par value ​ ​ ​ in Capital ​ ​ ​ Deficit ​ ​ ​ Equity Balance at January 1, 2024 8,891,420 ​ ​ 8,891 ​ ​ 450,329,515 ​ ​ ( 436,285,863 ) ​ ​ 14,052,543 Shares purchased pursuant to ATM agreement ​ 8,178 ​ ​ 8 ​ ​ 36,894 ​ ​ — ​ ​ 36,902 Issuance of common stock from exercise of stock options ​ 25,602 ​ ​ 25 ​ ​ 62,134 ​ ​ — ​ ​ 62,159 Issuance of common stock, prefunded warrants and warrants for cash, net of offering costs of $ 1.2 million ​ 1,783,805 ​ ​ 1,784 ​ ​ 14,890,469 ​ ​ — ​ ​ 14,892,253 Stock-based compensation — ​ ​ — ​ ​ 245,864 ​ ​ — ​ ​ 245,864 Net loss — ​ ​ — ​ ​ — ​ ​ ( 10,731,315 ) ​ ​ ( 10,731,315 ) Balance at December 31, 2024 10,709,005 ​ ​ 10,708 ​ ​ 465,564,876 ​ ​ ( 447,017,178 ) ​ ​ 18,558,406 Shares purchased pursuant to ATM agreement ​ 5,358,292 ​ ​ 5,359 ​ ​ 9,858,524 ​ ​ — ​ ​ 9,863,883 Issuance of common stock from exercise of prefunded warrants 605,830 ​ ​ 605 ​ ​ — ​ ​ — ​ ​ 605 Stock-based compensation — ​ ​ — ​ ​ 537,540 ​ ​ — ​ ​ 537,540 Net loss — ​ ​ — ​ ​ — ​ ​ ( 12,163,620 ) ​ ​ ( 12,163,620 ) Balance at December 31, 2025 16,673,127 ​ ​ 16,672 ​ ​ 475,960,940 ​ ​ ( 459,180,798 ) ​ ​ 16,796,814 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-8 Table of Contents MARKER THERAPEUTICS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Cash Flows from Operating Activities: ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 12,163,620 ) ​ $ ( 10,731,315 ) Reconciliation of net loss to net cash used in operating activities: ​ ​ ​ ​ Stock-based compensation ​ 537,540 ​ 245,864 Changes in operating assets and liabilities: ​ ​ ​ ​ Prepaid expenses and deposits ​ ( 175,033 ) ​ 504,409 Other receivables ​ 977,303 ​ ( 1,318,888 ) Related party payable ​ ​ ( 1,710,500 ) ​ ​ 380,845 Accounts payable and accrued expenses ​ ( 454,570 ) ​ 8,761 Deferred revenue ​ ​ 974,799 ​ ​ — Net cash used in operating activities ​ ( 12,014,081 ) ​ ( 10,910,324 ) Cash Flows from Financing Activities: ​ ​ ​ ​ Proceeds from issuance of common stock, net ​ 9,863,883 ​ 14,929,155 Proceeds from exercise of warrants and stock options ​ 605 ​ 62,159 Net cash provided by financing activities ​ 9,864,488 ​ 14,991,314 Net (decrease) increase in cash, cash equivalents, and restricted cash ​ ( 2,149,593 ) ​ 4,080,990 Cash, cash equivalents, and restricted cash at beginning of the year ​ 19,192,440 ​ 15,111,450 Cash, cash equivalents, and restricted cash at end of the year ​ $ 17,042,847 ​ $ 19,192,440 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ F-9 Table of Contents MARKER THERAPEUTICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEARS DECEMBER 31, 2025 AND 2024 NOTE 1: NATURE OF OPERATIONS Marker Therapeutics, Inc., a Delaware corporation (the “Company” or “we”), is a clinical-stage immuno-oncology company specializing in the development and commercialization of novel T cell-based immunotherapies for the treatment of hematological malignancies and solid tumor indications. The Company’s multi antigen recognizing (“MAR”)-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. 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. ​ NOTE 2: FINANCIAL CONDITION, GOING CONCERN AND MANAGEMENT PLANS 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. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent on future events, including, among other things, its ability to access potential markets; secure financing; successfully progress its product candidates through preclinical and clinical development; obtain regulatory approval of one or more of its product candidates; maintain and enforce intellectual property rights; develop a customer base; attract, retain and motivate qualified personnel; and develop strategic alliances and collaborations. From inception, the Company has been funded by a combination of equity, debt financings and grants. In August 2021, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “ATM Agreement”) with Cantor Fitzgerald & Co. and RBC Capital Markets, LLC (the “Sales Agents”), pursuant to which the Company could offer and sell, from time to time at its sole discretion through the Sales Agents, shares of its common stock having an aggregate offering price of up to $ 75.0 million. Any shares of its common stock sold were issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-258687), which the SEC declared effective on August 19, 2021. However, our use of the shelf registration statement on Form S-3 was limited for so long as we were subject to General Instruction I.B.6 of Form S-3, which limited the amounts that we could sell under the registration statement and in accordance with the ATM agreement. The Sales Agents were entitled to compensation under the Sales Agreement at a commission rate equal to 3.0 % of the gross sales price per share sold under the ATM Agreement, and we provided each of the Sales Agents with indemnification and contribution rights. During the year ended December 31, 2024, the Company sold 8,178 shares of its common stock under the ATM Agreement for proceeds of $ 0.04 million. On June 10, 2024, the Company provided notice of its termination of the ATM Agreement with Cantor Fitzgerald & Co. and RBC Capital Markets, LLC. The Company is not subject to any termination penalties related to the termination of the ATM Agreement. In November 2024, the Company entered into an At The Market Offering Agreement, or the Sales Agreement, with H.C. Wainwright & Co. LLC, relating to the sale of shares of its common stock having an agreement offering price of up to $ 11,431,713 from time to time through H.C. Wainwright & Co. LLC. Any shares of common stock sold will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-283512), which the SEC declared effective on December 6, 2024. However, the Company’s use of the shelf registration statement on Form S-3 will be limited for so long as it is subject to General Instruction I.B.6 of Form S-3, which limits the amounts that the Company may sell under the registration statement and in accordance with the ATM agreement. H.C. Wainwright & Co. LLC will be entitled to compensation under the Sales Agreement at a commission rate equal to 3.0 % of the gross sales price per share sold under the ATM Agreement, and the Company’ has provided H.C. Wainwright & Co. LLC with indemnification and contribution rights. Between July 17 and 21, 2025, the Company sold 1,624,075 shares of common stock pursuant to the ATM F-10 Table of Contents 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. 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 (the “FDA 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 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: (i) 1,783,805 shares of common stock, (ii) Series B Warrants, or Pre-Funded Warrants, to purchase an aggregate of 3,247,445 shares of common stock in lieu of shares of common stock and (iii) Series A Warrants, or Private Placement Warrants, to purchase an aggregate of 5,031,250 shares of common stock. 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 . 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, 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., F-11 Table of Contents 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 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 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, of which there can be no assurances. The Company’s assumptions 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, continues, or accelerates clinical trials of its product candidates; ● continues the research and development of its product candidates and seeks to discover additional product candidates; ● seeks regulatory approvals for any product candidates that successfully complete clinical trials; ● maintains and enforces intellectual property rights; ● enters into contract manufacturing arrangements with contract manufacturing organizations for clinical manufacturing supply; ● establishes sales, marketing and distribution infrastructure and scale-up manufacturing capabilities to commercialize any product candidates that may receive regulatory approval; ● evaluates strategic transactions the Company may undertake; and ● enhances operational, financial and information management systems and hires additional personnel, including personnel to support development of product candidates and, if a product candidate is approved, commercialization efforts. The Company’s 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 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, 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. NOTE 3: 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 and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). Any reference F-12 Table of Contents 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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results may differ materially from those estimates. Management considers many factors in selecting appropriate financial accounting policies, controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. Management must apply significant judgment in this process. In addition, other factors may affect estimates, including expected business and operational changes, sensitivity and volatility associated with the assumptions used in developing estimates, and whether historical trends are expected to be representative of future trends. The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes, and management must select an amount that falls within that range of reasonable estimates. Estimates are used in the following areas, among others: stock-based compensation expense and income taxes. 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, 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, 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. 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 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. F-13 Table of Contents 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: 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.S. 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 costs associated with clinical trial programs. 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. Income Taxes 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, 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. 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, 2025 and 2024. F-14 Table of Contents Grant Income 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. In applying the provisions of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company determined that grants and awards are out of the scope of ASC 606 because the funding entities do not meet the definition of a “customer”, as defined by ASC 606, as there is not considered to be a transfer of control of goods or services. With respect to each grant or award, the Company determines if it has a collaboration in accordance with ASC Topic 808, Collaborative Arrangements (“ASC 808”). For grant and awards outside the scope of ASC 808, the Company applies either ASC 606 or IAS 20 by analogy depending on if the arrangement is considered an exchange or non-exchange transaction, respectively. Under both accounting frameworks, 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. During the two years ended December 31, 2025, the Company did not participate in any collaboration agreements. 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. Segment Reporting 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. The Company is a clinical-stage immuno-oncology company specializing in the development and commercialization of novel T cell-based immunotherapies for the treatment of hematological malignancies and solid tumor indications. The Company’s operations are organized and reported as a single reportable segment, which includes all activities related to the discovery, development, and commercialization of its products. The Company’s CODM, its chief executive officer, reviews operating results on an aggregate basis and manages the operations as a single operating segment. The accounting policies of the Company’s single operating and reportable segment are the same as those described in the summary of significant accounting policies. The measure of segment assets is reported on the consolidated balance sheets as total assets. 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 CODM makes operating decisions based on the availability of cash and the allocation of cash to the required expenditures. 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 From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption. F-15 Table of Contents Recently Adopted Accounting Standards Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. 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. 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 In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, to improve transparency in financial reporting by requiring entities to present more detailed information about the nature of expenses included within the Income Statement. The guidance will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. 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. ​ F-16 Table of Contents NOTE 4: NET LOSS PER SHARE APPLICABLE TO COMMON SHAREHOLDERS Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similarly to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. The following table sets forth the computation of net loss per share for the years ended December 31, 2025 and 2024, respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Numerator: ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 12,163,620 ) ​ $ ( 10,731,315 ) ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ Weighted average common shares outstanding, basic ​ 15,310,308 ​ 8,980,207 Weighted average common shares outstanding, diluted ​ ​ 15,310,308 ​ ​ 8,980,207 ​ ​ ​ ​ ​ ​ ​ Net earnings (loss) per share: ​ ​ ​ ​ Net loss per share, basic and diluted ​ $ ( 0.79 ) ​ $ ( 1.19 ) ​ 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 ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Common stock options 1,762,878 587,704 Common stock purchase warrants 5,031,250 8,278,695 Potentially dilutive securities 6,794,128 8,866,399 ​ ​ F-17 Table of Contents NOTE 5: 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 following table summarizes the Company’s other receivable balance as of December 31, 2025 and 2024, respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, ​ ​ 2025 ​ 2024 Grant income receivable: ​ ​ ​ ​ ​ ​ CPRIT AML Grant ​ $ 815,436 ​ $ 2,059,457 FDA Grant ​ 3,678 ​ — SBIR AML Grant ​ 162,897 ​ 244,810 Decoy Grant ​ 59,501 ​ 5,822 SBIR NHL Grant ​ 87,417 ​ — PANACEA Grant ​ 190,052 ​ 6,502 Total grant income receivable ​ 1,318,981 ​ 2,316,591 Interest receivable ​ 50,419 ​ 28,112 Other ​ — ​ 2,000 Total other receivable ​ $ 1,369,400 ​ $ 2,346,703 ​ Refer to Note 2 for details related to awarded grants and Note 9 for more information on grant income. ​ ​ NOTE 6: ACCOUNTS PAYABLE, ACCRUED LIABILITIES, AND RELATED PARTY PAYABLE Accounts payable, accrued liabilities, and related party payable consist of the following as of December 31, 2025 and 2024, respectively: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, ​ ​ 2025 ​ 2024 Accounts payable ​ $ 793,727 ​ $ 1,066,395 Compensation and benefits ​ 87,083 ​ 86,350 Professional fees ​ ​ 160,008 ​ ​ 293,189 Related party payable ​ — ​ 1,710,500 Tax fees ​ 54,638 ​ 104,591 Other ​ 203,928 ​ 203,429 Total accounts payable and accrued liabilities ​ $ 1,299,384 ​ $ 3,464,454 ​ The $ 1.7 million related-party payable as of December 31, 2024 reflects amounts for outsourced product development and manufacturing services. See Note 11: Related Party Transactions. ​ F-18 Table of Contents NOTE 7: STOCKHOLDERS’ EQUITY 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: 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 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: (i) 1,783,805 shares of common stock, (ii) Series B Warrants, or Pre-Funded Warrants, to purchase an aggregate of 3,247,445 shares of common stock in lieu of shares of common stock and (iii) Series A Warrants, or Private Placement Warrants, to purchase an aggregate of 5,031,250 shares of common stock. 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 the 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. 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 . 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 . F-19 Table of Contents 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. Warrant Summary The following table summarizes the total warrants outstanding at December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ ​ ​ ​ Exercise ​ ​ ​ as of ​ ​ ​ ​ ​ as of ​ ​ ​ ​ Price Per ​ Expiration ​ December 31, ​ New ​ ​ ​ December 31, ​ ​ Issue Date ​ Share ​ Date ​ 2024 ​ Issuance ​ Exercised ​ 2025 Private placement warrants December 2024 ​ $ 4.00 5 years from shareholder approval 5,031,250 — — 5,031,250 Pre-funded warrants December 2024 ​ $ 0.001 5 years from shareholder approval 3,247,445 — ( 605,830 ) 2,641,615 ​ ​ ​ ​ ​ ​ ​ ​ 8,278,695 — ( 605,830 ) 7,672,865 ​ ​ NOTE 8: STOCK BASED COMPENSATION Stock Options On May 19, 2020, the Board adopted the 2020 Equity Incentive Plan (“2020 Equity Incentive Plan”) which replaced the 2014 Omnibus Stock Option Plan. 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 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 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, 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. 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. F-20 Table of Contents 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. Corzo. 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 A summary of the Company’s stock option activity for the years ended December 31, 2025 and December 31, 2024, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Contractual ​ ​ ​ ​ Number of Shares ​ ​ ​ Exercise Price ​ ​ ​ Total Intrinsic Value ​ ​ ​ Life (in years) Outstanding as of January 1, 2024 737,895 ​ $ 25.42 ​ $ 1,317,234 ​ 7.6 Granted — ​ ​ — ​ ​ — ​ — Exercised ​ ( 25,602 ) ​ 2.43 ​ — ​ — Canceled/Expired ​ ( 124,589 ) ​ 42.24 ​ — ​ — Outstanding as of December 31, 2024 587,704 ​ ​ 22.85 ​ $ 377,767 ​ 6.8 Granted 1,202,834 ​ ​ 1.04 ​ ​ — ​ — Exercised — ​ — ​ — ​ — Canceled/Expired ( 27,660 ) ​ 35.66 ​ — ​ — Outstanding as of December 31, 2025 1,762,878 ​ $ 7.77 ​ $ 563,368 ​ 8.5 Options vested and exercisable 461,202 ​ $ 26.57 ​ $ 7,619 ​ 5.6 ​ 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, 2025 and 2024, respectively, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ ​ December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ Exercise price ​ $ 1.04 ​ $ — ​ Expected term (years) ​ 5.7 ​ — ​ Expected stock price volatility ​ 104.82 % — % Risk-free rate of interest ​ 3.88 % — % Expected dividend rate ​ 0.00 % — % ​ F-21 Table of Contents The following table sets forth stock-based compensation expenses recorded during the respective periods: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Stock Compensation expenses: ​ ​ ​ ​ Research and development ​ $ 308,068 ​ $ 15,247 General and administrative ​ ​ 229,472 ​ ​ 230,617 Total stock compensation expenses ​ $ 537,540 ​ $ 245,864 ​ 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 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 for compensation costs to be recognized was 1.8 years. Future option grants will impact the compensation expense recognized. NOTE 9: GRANT INCOME 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 ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Grant income: ​ ​ ​ ​ CPRIT AML Grant 1 ​ $ 900,014 ​ $ 4,411,149 FDA Grant ​ 118,478 ​ 519,750 SBIR AML Grant ​ 472,208 ​ 982,182 Decoy Grant ​ 391,305 ​ 5,822 SBIR NHL Grant ​ 665,000 ​ 665,000 PANACEA Grant ​ 425,670 ​ 7,177 CPRIT Pancreatic Grant 1 ​ 573,994 ​ — Total grant income ​ $ 3,546,669 ​ $ 6,591,080 (1) Both CPRIT grants are subject to certain revenue-sharing arrangements, as per the grant agreements (see Note 10). ​ 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). ​ NOTE 10: 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 (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 F-22 Table of Contents cancer (“the CPRIT Pancreatic Grant”). Both CPRIT grants contain identical terms surrounding intellectual property and revenue sharing. Per the CPRIT grant agreements, the Company will retain ownership over any intellectual property developed under the contracts (the “Project Results”). With respect to non-commercial use of any Project Results, the Company agreed to grant to CPRIT a nonexclusive, irrevocable, royalty-free, perpetual, worldwide license with the right to sublicense any necessary additional intellectual property rights to exploit all Project Results by CPRIT, other governmental entities and agencies of the State of Texas, and private or independent institutions of higher education located in Texas, solely for academic, research, and other non-commercial purposes. If the Company’s products become commercially saleable, the Company is obligated to make payments to CPRIT, with respect to net sales of any product covered in the contract, equal to a percentage of revenue ranging from the low-to-mid single digits. These payments will continue up to and until CPRIT receives an aggregate amount of 400 % of the sum of all monies paid to the Company by CPRIT under the grant agreements. If the Company is required to obtain a license from a third party to sell any such product, the revenue sharing percentages may be reduced. In addition, once the Company has paid CPRIT 400 % of the monies received under the grant agreements, the Company will continue to pay CPRIT a revenue-sharing percentage of 0.5 % for the remainder of the Revenue Term as specified in the grant agreement. License Agreement with the Baylor College of Medicine In March 2018, the Company entered into an exclusive license agreement with BCM under which the Company acquired a worldwide, exclusive license to BCM’s rights in and to certain intellectual property rights, including a European patent to develop and commercialize MAR-T cell product candidates (the “BCM License Agreement”). In exchange for the license, the Company issued shares of its common stock to BCM valued at approximately $ 5.0 million at the time of issuance, agreed to make royalty payments to BCM upon commercial sales according to the royalty schedule in the BCM License Agreement, under which the royalty percentages increase in proportion to the aggregate net sales, and agreed to pay BCM certain milestone payments up to an aggregate of $ 64.85 million. The milestone payments are based upon the occurrence of nine particular milestones relating to completion of the first dosing in clinical trials for a first and second distinct product, FDA approval, and achievement of certain net sales goals. The Company is also responsible for sublicensing fees and for reimbursing BCM for related-party expenses. In addition, upon a liquidity event (as defined in the BCM License Agreement) of the Company, BCM will receive a one-time liquidity incentive payment of 0.5 % of the liquidity event proceeds (as defined in the BCM License Agreement). Legal Proceedings From time to time, we may become involved in legal proceedings, including those arising in the ordinary course of our business. We are not currently a party to any material legal proceedings that we believe could have an adverse effect on our business, operating results or financial condition. NOTE 11: RELATED PARTY TRANSACTIONS The following table sets forth related party transaction expenses recorded for the years ended December 31, 2025 and 2024, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Baylor College of Medicine ​ $ 3,218,138 ​ ​ ​ $ 6,723 Cell Ready ​ ​ 1,266,804 ​ 5,846,456 Wilson Wolf Manufacturing Corporation ​ ​ 83,543 ​ ​ — Total Research and development ​ $ 4,568,485 $ 5,853,179 ​ 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. F-23 Table of Contents Agreements with The Baylor College of Medicine (“BCM”) . 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. In October 2019, the Company entered in a Workforce Grant Agreement with BCM, which provided for BCM to provide to the Company manpower costs of projects for manufacturing, quality control testing and validation run activities. In August 2020, the Company entered in a Clinical Trial Agreement with BCM, which provided for BCM to provide to the Company investigator-initiated research studies. 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. Mr. 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. Cell Ready, which is owned by a former director, Mr. John Wilson, is a contract development and manufacturing organization (“CDMO”). 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. ​ NOTE 12: INCOME TAXES 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. F-24 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Deferred Tax Assets ​ ​ ​ ​ ​ ​ Net Operating Loss Carryforward ​ $ 40,896,185 ​ $ 30,724,771 Stock Compensation ​ ​ 1,548,803 ​ ​ 1,670,477 Capitalized R&E ​ ​ 29,777 ​ ​ 7,868,640 Reserves ​ ​ 18,072 ​ ​ — Accruals ​ ​ 21,000 ​ ​ — Research and Development ​ ​ 811,961 ​ ​ 733,328 ​ ​ ​ 43,325,798 ​ ​ 40,997,216 Less: Valuation Allowance ​ ​ ( 43,325,798 ) ​ ​ ( 40,997,216 ) Total Deferred Tax Assets ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ Total Deferred Tax Liabilities ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ Net Deferred Tax Assets/(Liabilities) ​ $ — ​ $ — ​ The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the history of losses, management believes that it is more likely than not that future benefits of deferred tax assets will not be realized and has established a full valuation allowance for the years ended December 31, 2025 and 2024. The Company has approximately $ 186.8 million of federal and $ 38.6 million of state Net Operating Losses (“NOL”s) that may be available to offset future taxable income, if any. The federal net operating loss carryforwards of $ 38.4 million, if not utilized, will expire between 2030 and 2037 . The federal net operating loss carryforwards of $ 148.4 million generated in 2018 and thereafter are subject to an 80 % limitation on taxable income, do not expire and will carry forward indefinitely. The state net operating loss carryforwards of $ 21.9 million, if not utilized, will begin to expire in 2035. 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 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. In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s net operating loss carryforwards may be limited in the event of a change in ownership. A full Section 382 analysis has not been prepared and NOLs could be subject to limitation under Section 382. 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. F-25 Table of Contents For the years ended December 31, 2025, and 2024, the expected tax (benefit) expense based on the U. S. federal statutory rate is reconciled with the actual tax provision (benefit) as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ Percent of ​ ​ ​ ​ Percent of ​ ​ ​ ​ ​ Amount ​ ​ ​ Pretax Loss ​ ​ ​ Amount ​ ​ ​ Pretax Loss ​ U.S. federal statutory rate ​ $ ( 2,557,543 ) 21.00 % $ ( 2,243,086 ) 21.00 % State taxes, net of federal benefit ​ ​ ( 15,156 ) 0.10 % ​ 49,953 ( 0.50 ) % Change in valuation allowance ​ ​ 2,336,604 ( 19.30 ) % ​ 1,271,570 ( 11.90 ) % Nontaxable or nondeductible items ​ ​ 90,207 ​ ( 0.70 ) % ​ 27,712 ​ ( 0.30 ) % Other adjustments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ SBC cancellations ​ ​ 130,732 ​ ( 1.10 ) % ​ 943,804 ​ ( 8.77 ) % Income tax provision/(benefit) ​ $ ( 15,156 ) ( 0.00 ) % $ 49,953 ( 0.47 ) % ​ 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. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of December 31, 2025, and 2024, there were no unrecognized tax benefits. The Company recognizes accrued interest and penalties as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2025 and 2024. 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 ​ ​ December 31, ​ ​ 2025 ​ 2024 ​ ​ Payment (Refund) ​ Payment (Refund) ​ ​ ​ ​ Amount ​ ​ ​ Amount Jurisdiction ​ ​ ​ ​ ​ ​ United States ​ $ — ​ $ — Texas ​ 37,000 ​ 64,000 Other US States ​ 5,000 ​ 8,150 Total Income Taxes Paid ​ $ 42,000 ​ $ 72,150 ​ ​ NOTE 13: SUBSEQUENT EVENTS 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. ​ ​ ​ F-26