Item 1.
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Security and Issuer
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This statement relates to the common shares, $0.001 par value (the "Common Stock"), of Marker Therapeutics, Inc. (the "Issuer") having its principal executive office at 5 West Forsyth Street, Suite 200, Jacksonville, FL 32202.
Item 2.
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Identity and Background
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This statement is being filed by:
(a) New Enterprise Associates 16, L.P. ("NEA 16"), NEA Partners 16, L.P. ("NEA Partners 16"), which is the sole general partner of NEA 16; and NEA 16 GP, LLC ("NEA 16 LLC" and, together with NEA Partners 16, the "Control Entities"), which is the sole general partner of NEA Partners 16; and
(b) Peter J. Barris ("Barris"), Forest Baskett ("Baskett"), Ali Behbahani ("Behbahani"), Carmen Chang ("Chang"), Anthony A. Florence, Jr. ("Florence"), Mohamad H. Makhzoumi ("Makhzoumi"), Joshua Makower ("Makower"), David M. Mott ("Mott"), Scott D. Sandell ("Sandell"), Peter W. Sonsini ("Sonsini"), Ravi Viswanathan ("Viswanathan") and Paul Walker ("Walker") (together, the "Managers"). The Managers are the managers of NEA 16 LLC.
The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."
The address of the principal business office of NEA 16 and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barris, Behbahani and Mott is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Chang, Makhzoumi, Makower, Sandell, Sonsini, Viswanathan and Walker is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5
th
Avenue, 19
th
Floor, New York, NY 10001.
The principal business of NEA 16 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 16 is to act as the sole general partner of NEA 16. The principal business of NEA 16 LLC is to act as the sole general partner of NEA Partners 16. The principal business of each of the Managers is to manage the Control Entities, NEA 16 and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has 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.
NEA 16 LLC is a limited liability company organized under the laws of the State of Delaware. NEA 16 and NEA Partners 16 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
Item 3.
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Source and Amount of Funds or Other Consideration
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On October 17, 2018, in connection with an Agreement and Plan of Merger and Reorganization, dated as of May 15, 2018, the Issuer issued an aggregate of 17,500,000 shares of Common Stock and warrants to purchase 13,437,500 shares of Common Stock in a private placement transaction. At the closing of such private placement (the "Closing"), NEA 16 purchased an aggregate of 5,000,000 shares of Common Stock (the "NEA 16 Stock") and 3,750,000 warrants to purchase Common Stock, exercisable immediately, at an exercise price of $5.00 per share with a five-year term (the "NEA 16 Warrants", and together with the NEA 16 Stock, the "NEA 16 Shares") for an aggregate purchase price of $20,000,000. NEA 16 now holds a total of 5,000,000 shares of Common Stock and 3,750,000 warrants to purchase Common Stock.
The working capital of NEA 16 was the source of the funds for the purchase of the NEA 16 Shares. No part of the purchase price of the NEA 16 Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the NEA 16 Shares.