MARKER THERAPEUTICS, INC. : Entry of Material Definitive Agreement, FD Settlement Disclosure, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

On April 21, 2022, Marker Therapeutics, Inc. (the “Company”) has entered into a binding services agreement (the “Agreement”), effective April 12, 2022with
Wilson Wolf Manufacturing Corporation (“Wilson Wolf”). Wilson Wolf is in the business of creating products and services to simplify and accelerate the transition of cell therapies and genetically engineered cell therapies to society at large (the “Mission Wolf Wilson“). Pursuant to the Agreement, Wilson Wolf paid the Company a cash payment in the amount of $8.0 milliondistributed as follows :

· $2.0 million as a prepaid expense for Wilson Wolf’s non-exclusive training at

   make, use, and sell Marker's cell culture non-proprietary media formulation
   that has been cleared in an FDA investigational new drug application in pursuit
   of the Wilson Wolf Mission;

· $1.0 million as a prepaid expense for Wilson Wolf’s non-exclusive training at

   replicate Marker's quality management system inclusive of all underlying
   documents related thereto, none of which shall include unique information
   specific to the manufacture of Marker's MultiTAA product candidates such as
   direct peptide stimulation, which Wilson Wolf shall use as it sees fit in
   pursuit of the Wilson Wolf Mission;

· $2.0 million as a prepaid expense for Wilson Wolf’s non-exclusive training at

   be able to replicate Marker's cGMP-compliant, linearly scalable, G-Rex based
   T-cell manufacturing process which Wilson Wolf shall use as it sees fit in
   pursuit of the Wilson Wolf Mission; and

· $3.0 million as a prepaid expense as part of Doctrine hired to invent for Marker

   to train Wilson Wolf on its expertise in the optimization of T-cell therapy
   manufacturing processes using G-Rex and to conduct CAR T and TCR G-Rex
   Optimization Work under the direction of Wilson Wolf (the "Work Direction"),
   whereunder all intellectual property provided by Wilson Wolf or created or
   derived by Marker will be solely owned by Wilson Wolf, and whereby Marker will
   make good faith efforts to complete the conduct of such work as soon as
   practicable within 18 months from the date of the agreement. Wilson Wolf has
   agreed to pay Marker an additional $1.0 million if the Work Direction is
   completed within one year from the onset of the Agreement.

The Agreement will continue until the fulfillment of all of Marker’s obligations set forth in the Agreement or any mutually agreed subsequent agreement. Any intellectual property created or derived under the direction of the work shall belong to Wilson Wolf. The agreement contains certain representations made by Marker, as well as a mutual confidentiality clause and an indemnification clause by Wilson Wolf in favor of Marker. Pursuant to the Agreement, in the event Marker becomes insolvent, ceases operations, or an event other than Force Majeure occurs which prevents performance of the Agreement, Wilson Wolf shall have the right to first offer and right of first refusal for Marker’s manufacturing facility provided it is able and willing to meet all financial obligations required to do so and provided further that this provision shall not apply in the event of a merger , reorganization or consolidation of Marker with a third party that would result in the outstanding voting securities of Marker immediately prior ceasing to represent, or being converted or exchanged for voting securities that do not represent, at least fifty percent (50%) of the combined voting rights of the voting securities of the surviving entity or of the parent of the surviving entity immediately after such amalgamation, reorganization or consolidation, or sale or other transfer of all or substantially all of Mar the business or assets of ker. Marker agrees to assist as needed to the extent permitted by any applicable law (including bankruptcy or insolvency laws). In addition, before Marker undertakes any financing that would encumber any of Marker’s assets necessary for Marker’s performance under this Agreement, Wilson Wolf shall have the first right to provide such financing on terms equal to this that Marker can get elsewhere.

The above summary of the Agreement is not complete and is qualified in its entirety by reference to the text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8- K (the “Form 8-K”) and is incorporated herein by reference.

Section 7.01 Disclosure of FD Rules.

On April 26, 2022, the Company has issued a press release (the “Press Release”) announcing the Agreement. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 of Form 8-K, including Exhibit 99.1, is furnished and not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference in any of the documents filed by the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether filed before or after the date hereof, except as expressly provided by specific reference in such filing.

Item 9.01 Financial statements and supporting documents.

(d)  Exhibits



Exhibit No.   Description

                Services Agreement, effective April 12, 2022, between Wilson Wolf
  10.1        Manufacturing Corporation and Marker Therapeutics, Inc.
  99.1          Press Release, dated April 26, 2022
104           Inline XBRL for the cover page of this Current Report on Form 8-K

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