SCHEDULE: NEA's Stake in Marker Therapeutics Dips to 12.6%

New Enterprise Associates' beneficial ownership in Marker Therapeutics, Inc. has decreased to 12.6% due to an increase in the company's outstanding common stock.

Summary

• New Enterprise Associates (NEA) and its affiliated entities and managers reported a decrease in their beneficial ownership of Marker Therapeutics, Inc. common stock.
• The beneficial ownership now stands at 1,625,678 shares, representing 12.6% of the outstanding common stock.
• This decrease in percentage ownership, by more than 1%, is attributed to an increase in the total number of Marker Therapeutics' common shares outstanding.
• As of August 4, 2025, Marker Therapeutics had 12,938,910 shares of common stock outstanding, as reported in its Form 10-Q filed on August 14, 2025.
• The reporting persons acquired the shares for investment purposes and may acquire or dispose of additional shares in the future, including those from warrants.

Sentiment

Score: 5

Explanation: The filing is a routine Schedule 13D amendment reporting a change in beneficial ownership percentage due to dilution from increased shares outstanding, not a change in the investor's absolute share count. This is a neutral event for the reporting entity, but implies dilution for existing shareholders, hence a neutral to slightly negative sentiment.

Positives

• The reporting persons, including New Enterprise Associates, continue to hold a significant stake of 12.6% in Marker Therapeutics, indicating continued investment interest.
• The filing clarifies that the decrease in percentage ownership is due to an increase in the issuer's outstanding shares, not a divestment by NEA.

Negatives

• The decrease in the percentage of beneficial ownership, from an unspecified higher percentage to 12.6%, indicates dilution for existing shareholders due to an increase in the total number of shares outstanding.

Risks

• Reporting Persons may dispose of or acquire additional shares of the Issuer, including shares that may be acquired upon exercise of warrants, which could impact stock price.

Future Outlook

The reporting persons may dispose of or acquire additional shares of Marker Therapeutics, Inc., including shares from the exercise of warrants, depending on market conditions and their ongoing evaluation of the Issuer's business and prospects.

Industry Context

This filing is a routine disclosure of a change in beneficial ownership percentage by a significant institutional investor. It does not provide specific insights into broader industry trends or competitive landscape, but reflects an investor's position in a biotechnology company.

Legal Proceedings

• None of the reporting persons have been convicted in a criminal proceeding or been a party to a civil proceeding ending in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, during the five years prior to the filing date.

Stakeholder Impact

• Shareholders: The increase in outstanding shares, which led to the dilution of NEA's percentage ownership, implies a dilution of existing shareholders' percentage ownership if they did not participate in the share issuance.

Key Dates

Recommendation

This filing is a routine disclosure of a change in beneficial ownership percentage due to an increase in the issuer's outstanding shares, not a direct sale by the reporting entity. While it indicates dilution, it doesn't provide new fundamental information about Marker Therapeutics' operations or financial health that would warrant a change in investment thesis. The investor's absolute share count remains the same, suggesting continued confidence at their current level of investment. Therefore, a 'hold' recommendation is appropriate as there's no immediate catalyst for a strong buy or sell based solely on this administrative update.

Keywords

Marker Therapeutics, NEA, New Enterprise Associates, Schedule 13D, Beneficial Ownership, Common Stock, Equity Investment, Dilution, SEC Filing, Biotechnology, Healthcare Investment