SCHEDULE: Insider Sells Marker Therapeutics Shares

John R. Wilson's trust has reduced its beneficial ownership in Marker Therapeutics, Inc. to 5.10% through recent stock sales.

Summary

• John R. Wilson TTE, John R. Wilson Revocable Trust U/A DTD 08/03/2017 (the "Reporting Person") filed an Amendment No. 1 to Schedule 13D.
• The filing reports a decrease in beneficial ownership of Marker Therapeutics, Inc. (Issuer) Common Stock by more than 1%.
• The Reporting Person now beneficially owns 659,901 shares, representing 5.10% of the Issuer's Common Stock.
• This percentage is based on 12,938,910 shares outstanding as of August 4, 2025, as reported by the Issuer's Form 10-Q filed on August 14, 2025.
• The shares were initially acquired for investment purposes, including 6,060,783 shares and warrants for 2,197,944 shares through a merger with Marker Cell Therapy, Inc., and 12,500 options upon joining the Board.
• The decrease in ownership is due to sales of shares in normal brokerage transactions between August 6, 2025, and August 15, 2025.
• Weighted-average prices for these sales ranged from $1.1574 to $1.2898 per share.
• John R. Wilson resigned from the Issuer's Board of Directors on January 24, 2025.

Sentiment

Score: 3

Explanation: The filing indicates a significant reduction in beneficial ownership by a former director, which is generally viewed negatively by the market as it suggests a lack of confidence or a need for liquidity from an insider. While the stated purpose is investment, the action of selling a substantial portion of a stake after resigning from the board is a bearish signal.

Positives

• The initial acquisition of securities by the Reporting Person was for investment purposes.

Negatives

• A significant insider (former director) has reduced their beneficial ownership by more than 1%, which can signal a decrease in conviction or a need for liquidity.
• The sales occurred over several days in August 2025, indicating a systematic reduction of the stake.

Risks

• The Reporting Person intends to review the investment on a continuing basis and may acquire or dispose of securities at any time, which could lead to further sales.
• Potential for additional sales by the Reporting Person, which could exert downward pressure on the stock price.

Future Outlook

The Reporting Person intends to review the investment in the Issuer on a continuing basis and may acquire or dispose of securities at any time. There are no current plans for extraordinary corporate transactions, changes in the Board of Directors or management (except as may be required for exchange listing requirements regarding independent directors), material changes in capitalization or dividend policy, business or corporate structure, or actions to impede acquisition or delisting.

Industry Context

NA

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential negative sentiment due to insider selling, which could lead to downward pressure on the stock price.

Next Steps

• The Reporting Person will continue to review the investment in the Issuer and may acquire or dispose of securities at any time.

Key Dates

Recommendation

The filing reveals a significant reduction in beneficial ownership by a former director, John R. Wilson, who sold a substantial portion of his stake in Marker Therapeutics. Insider selling, especially by a former board member, often signals a lack of confidence in the company's future prospects or a belief that the stock is overvalued. While the stated purpose is for investment, the action of divesting a significant holding after resigning from the board is a strong bearish indicator. This could lead to negative market sentiment and downward pressure on the stock price. Investors should view this as a cautionary signal and consider reducing or exiting their positions.

Keywords

Marker Therapeutics, MTBP, Schedule 13D, insider selling, beneficial ownership, common stock, John R. Wilson, equity, investment