SCHEDULE: NEA's Stake in Marker Therapeutics Dips to 9.9%

Sentiment:

Ownership Amendment Filing


New Enterprise Associates and its affiliates reported a decrease in their beneficial ownership of Marker Therapeutics, Inc. common stock to 9.9% due to an increase in the total outstanding shares.

Summary

  • New Enterprise Associates 16, L.P. (NEA 16) and its affiliated entities and managers filed Amendment No. 5 to their Schedule 13D for Marker Therapeutics, Inc.
  • The amendment reports a decrease in the beneficial ownership percentage of Common Stock by the Reporting Persons to 9.9%.
  • This decrease is attributed to an increase in the total number of Common Stock outstanding.
  • The Reporting Persons collectively beneficially own 1,670,081 shares of Common Stock.
  • This ownership includes 1,625,678 shares held directly by NEA 16 and 44,403 Exercisable Shares obtainable through warrants.
  • The percentage was calculated based on 16,717,530 total shares of Common Stock, comprising 16,673,127 shares reported outstanding by Marker Therapeutics as of November 6, 2025, plus the 44,403 Exercisable Shares.
  • NEA 16 acquired its shares for investment purposes and may dispose of or acquire additional shares, including through warrants, based on market conditions and evaluation of the Issuer's business.

Sentiment

Score: 5

Explanation: The filing is a routine ownership update, reporting a factual change in percentage ownership due to dilution. It does not contain information that would significantly alter the perception of the company's operational or financial health, nor does it signal aggressive strategic moves by the reporting entity.

Negatives

  • The beneficial ownership percentage of the Reporting Persons has decreased by more than 1%, indicating a dilution of their relative stake in Marker Therapeutics, Inc.

Future Outlook

The Reporting Persons may dispose of or acquire additional shares of Marker Therapeutics, Inc., including shares from warrants, depending on market conditions and their ongoing evaluation of the Issuer's business and prospects. They currently have no present plans for extraordinary corporate transactions, changes in management or board, material changes in capitalization or dividend policy, or other significant alterations to the Issuer's business or corporate structure.

Industry Context

This filing is a routine update on an institutional investor's stake in a publicly traded company, reflecting a change in ownership percentage due to market dynamics rather than a specific strategic move by the investor or the company. It does not provide insights into broader industry trends or competitive positioning.

Stakeholder Impact

  • Shareholders: The increase in outstanding shares, which led to the dilution of NEA's stake, implies a broader distribution of ownership, potentially affecting voting power dynamics for other shareholders.
  • New Enterprise Associates (NEA): Their relative influence and control over Marker Therapeutics, Inc. have slightly diminished due to the decrease in their percentage of beneficial ownership.

Next Steps

  • Reporting Persons may dispose of or acquire additional shares of Marker Therapeutics, Inc. in the future.

Key Dates

DateDescription
2018-10-25Original Schedule 13D filing date.
2021-03-26Amendment No. 1 to Schedule 13D filing date.
2024-02-29Date Power of Attorney was signed by various individuals, including the Managers.
2024-05-17Amendment No. 2 to Schedule 13D filing date.
2024-12-23Amendment No. 3 to Schedule 13D filing date.
2025-08-18Amendment No. 4 to Schedule 13D filing date.
2025-11-06Date as of which Marker Therapeutics, Inc. reported 16,673,127 shares of Common Stock outstanding in its Form 10-Q.
2025-11-13Date of event which requires filing of this statement (also the filing date of Marker Therapeutics' Form 10-Q).
2025-11-17Execution date of the Agreement Regarding Filing of Joint Schedule 13D and the signing date of Amendment No. 5.

Keywords

Marker Therapeutics, New Enterprise Associates, NEA 16, Schedule 13D, Beneficial Ownership, Common Stock, Equity Stake, Investment, Dilution

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