Form 8-K

8-K — Marker Therapeutics, Inc.

Accession: 0001104659-26-054940

Filed: 2026-05-04

Period: 2026-05-01

CIK: 0001094038

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2613511d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2613511d1_ex3-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2613511d1_8k.htm · Sequence: 1

false

--12-31

0001094038

2026-05-01

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

May 1, 2026

Date of Report (Date of earliest event reported)

MARKER THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-37939

45-4497941

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2450 Holcombe Blvd, TMC Partners Office 1.311

Houston,

Texas

77021

(Address of principal executive offices)

(Zip Code)

(713) 400-6400

Registrant’s telephone number, including

area code

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously

satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.001 per share

MRKR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As reported below under Item

5.07 of this Current Report, on May 1, 2026, Marker Therapeutics, Inc. (the “Company”) held its 2026 Annual Meeting

of Stockholders (the “Annual Meeting”), at which meeting the Company’s stockholders approved an amendment

to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of our Common Stock from

30,000,000 shares of Common Stock to 130,000,000 shares of Common Stock (the “Charter Amendment”).

The foregoing description

of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Charter

Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 1, 2026, the Company

held its Annual Meeting. The stockholders considered six proposals, each of which is described in more detail in the Company’s definitive

proxy statement filed with the Securities and Exchange Commission on March 20, 2026. Of the 16,673,127 shares outstanding as of the record

date, 12,377,857 shares, or 74.24%, were present virtually or represented by proxy at the Annual Meeting. Each of the Nominees were re-elected.

All of the Proposals except Proposal 4 passed. Set forth below are the results of the matters submitted for a vote of stockholders at

the Annual Meeting.

Proposal No. 1: Election of five nominees

to serve as directors until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. The

votes were cast as follows:

Name

Votes For

Votes

Withheld

David Eansor

9,297,478

275,480

Steven Elms

9,347,549

225,409

Katharine Knobil

9,314,762

258,196

Juan Vera

9,331,093

241,865

Kathryn Penkus Corzo

9,377,143

195,815

Broker Non-Votes: 2,804,902.

All nominees were elected.

Proposal No. 2: Approval, on an advisory basis, of the compensation

of the Company’s named executive officers. The votes were cast as follows:

Votes For

Votes

Against

Abstained

Advisory approval of named executive officer compensation

8,548,905

471,261

552,789

Broker Non-Votes: 2,804,902.

Proposal No. 3: Approval of the adoption of an amendment to our Certificate of Incorporation, as amended, to increase the number

of authorized shares of our Common Stock from 30,000,000 shares of Common Stock to 130,000,000 shares of Common Stock. The votes were

cast as follows:

Votes For

Votes

Against

Abstained

Approval of Charter Amendment to Increase Authorized Common Stock.

10,851,228

1,412,017

114,611

Broker Non-Votes: 0.

Proposal No. 4: Approval of the adoption of an amendment to

our Certificate of Incorporation, as amended, to revise the voting threshold required for an increase or decrease of Common Stock. The

votes were cast as follows:

Votes For

Votes

Against

Abstained

Approval of Charter Amendment to Revise Voting Threshold

8,279,190

1,222,558

71,209

Broker Non-Votes: 2,804,902.

Proposal No. 5: Ratification of the selection

by the Audit Committee of the Board of Directors of CBIZ CPAs P.C. (“CBIZ”) as the independent registered public accounting

firm of the Company for its fiscal year ending December 31, 2026. The votes were cast as follows:

Votes For

Votes

Against

Abstained

Ratification of appointment of CBIZ

11,626,068

1,003,337

109,974

Broker Non-Votes: 0.

Proposal No. 6: Approval of the adjournment

of the Annual Meeting in the event that the number of shares of Common Stock present or represented by proxy at the Annual Meeting and

voting “FOR” the adoption of Proposal 3 is insufficient. The votes were cast as follows:

Votes For

Votes

Against

Abstained

Adjournment

11,264,545

1,003,337

109,974

Broker Non-Votes: 0.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Amendment to Certificate of Incorporation.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,

as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Marker Therapeutics, Inc.

Dated: May 4, 2026

By:

/s/ Juan Vera

Juan Vera

President and Chief Executive Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2613511d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION

MARKER THERAPEUTICS, INC.

Marker Therapeutics, Inc. (the

“Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State

of Delaware (the “DGCL”), does hereby certify that:

First: The

name of this corporation is Marker Therapeutics, Inc., and the date on which the Certificate of Incorporation of this corporation was

originally filed with the Secretary of State of the State of Delaware was October 17, 2018, under the original name Marker Therapeutics,

Inc.

Second: The

Board of Directors of the Company (the “Board”), acting in accordance with the provisions of Sections 141

and 242 of the DGCL, adopted resolutions amending its Certificate of Incorporation (the “Certificate of Incorporation”)

to provide that Section A of Article IV of the Certificate of Incorporation is amended and restated to read in its entirety

as follows:

“A. The Corporation is

authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.”

The total number of shares which the Corporation is authorized to issue is 135,000,000 shares, consisting of (i) 130,000,000 shares

of Common Stock, $0.001 par value per share, and (ii) 5,000,000 shares of Preferred Stock, $0.001 par value per share.”

Third: The

foregoing amendment to the Certificate of Incorporation was duly approved by the Board.

Fourth: Thereafter,

pursuant to a resolution of the Board, this Certificate of Amendment was submitted to the stockholders of the Company for their approval,

and was duly adopted in accordance with the provisions of Section 242 of the DGCL.

[Signature Page Follows]

In Witness Whereof, Marker

Therapeutics, Inc. has caused this Certificate of Amendment to be executed by its President and Chief Executive Officer as of May 1, 2026.

/s/ Juan Vera

By: Juan Vera

Title: President and Chief Executive Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

May 01, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 01, 2026

Current Fiscal Year End Date

--12-31

Entity File Number

001-37939

Entity Registrant Name

MARKER THERAPEUTICS, INC.

Entity Central Index Key

0001094038

Entity Tax Identification Number

45-4497941

Entity Incorporation, State or Country Code

Entity Address, Address Line One

2450 Holcombe Blvd

Entity Address, Address Line Two

TMC Partners

Entity Address, Address Line Three

Office 1.311

Entity Address, City or Town

Houston

Entity Address, State or Province

Entity Address, Postal Zip Code

77021

City Area Code

713

Local Phone Number

400-6400

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, par value $0.001 per share

Trading Symbol

MRKR

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name:

dei_CurrentFiscalYearEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:gMonthDayItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 3 such as an Office Park

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine3

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration