Filed pursuant to Rule 424(b)(7)
Registration No. 333-228059
PROSPECTUS SUPPLEMENT NO. 1
Dated January 28, 2019
(To prospectus dated November 16, 2018)
49,897,758 Shares of Common Stock
This Prospectus Supplement No. 1 supplements the prospectus
dated November 16, 2018 included in a registration statement that we filed with the SEC (together the “Prospectus”)
covering the registering for resale by the selling stockholders named in the Prospectus of 31,414,255 shares of our common stock
and registering 18,483,503 shares of our common stock issuable upon the exercise of the warrants described in the Prospectus by
the selling stockholders named in the Prospectus in order for the holders of such warrants to exercise the warrants, in their discretion,
as well as for the resale of such shares of common stock by the selling stockholders.
The purpose of this Prospectus Supplement No. 1 is solely
to supplement and amend the “Selling Stockholders” table on page 12 of the Prospectus to reflect certain transfers
from certain selling stockholders previously identified in the Prospectus to other parties who as a result of such transfers are
being added or substituted as selling stockholders which transfers are described in the footnotes of such table.
This prospectus supplement is not complete without, and may
not be utilized except in connection with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement
is qualified by reference to the Prospectus, except to the extent that the information provided by this prospectus supplement supersedes
information contained in the Prospectus. Capitalized terms used in this prospectus supplement and not otherwise defined herein
have the meanings specified in the prospectus.
Our common stock is quoted on the Nasdaq Capital Market under
the symbol “MRKR.” On January 28, 2019, the last reported sale price of our common stock on the Nasdaq Capital Market
was $5.87 per share. You are urged to obtain current market quotations for the common stock.
Investing in our securities involves risks. You should review
carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 6 of the Prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus supplement
is January 28, 2019.
SELLING STOCKHOLDERS
The information in the table appearing under the caption “Selling
Stockholders” commencing on page 11 of the Prospectus is hereby supplemented and amended by adding the information below
with respect to selling stockholders not previously listed in the Prospectus, and by superseding the information with respect to
the selling stockholders identified below that were previously listed in the Prospectus with the information below.
This information set forth in the table below has been updated
solely to add or substitute selling stockholders as a result of transfers from selling stockholders previously identified in the
Prospectus which transfers are further described in the footnotes to the table below. The Prospectus selling stockholders table
is superseded in part by this Prospectus Supplement No. 1 with the information provided below and in particular: (i) footnote
(11) for selling stockholder, Katalyst Securities One, LLC is replaced with footnote (3) below, (ii) the selling stockholder AIGH
Investment Partners LP and the footnote in the Prospectus are removed from the selling stockholder table, and (iii) the line for
the selling stockholder 683 Capital Partners, LP is superseded with the information provided below and footnote (6) is replaced
with footnote (17) below. The information below with respect to the above transfers is based on information provided to us by or
on behalf of the selling stockholders listed below on or before January 24, 2019 and we have not independently verified this information.
Name of Selling Stockholder
|
|
Number of
Shares of
Common
Stock
Beneficially
Owned
Prior to
Offering
|
|
|
Maximum
Number of
Shares of
Common
Stock to be
Sold
Pursuant to
this
Prospectus
(1)
|
|
|
Number of
Shares of
Common
Stock
Beneficially
Owned
After
Offering
(2)
|
|
|
Percentage
of Shares of
Common
Stock
Beneficially
Owned
After the
Offering
(1) (2)
|
|
Katalyst Securities One, LLC (3)
|
|
|
256,250
|
|
|
|
256,250
|
|
|
|
0
|
|
|
|
0
|
%
|
Peter Janssen (4)(5)
|
|
|
73,877
|
|
|
|
57,750
|
|
|
|
16,127
|
|
|
|
*
|
|
Opes Equities, Inc. (4)(6)
|
|
|
9,375
|
|
|
|
9,375
|
|
|
|
0
|
|
|
|
0
|
%
|
Christopher Cozzolino (3)(7)
|
|
|
24,078
|
|
|
|
13,125
|
|
|
|
10,953
|
|
|
|
*
|
|
Jeffrey Benison (4)(8)
|
|
|
7,125
|
|
|
|
7,125
|
|
|
|
0
|
|
|
|
0
|
%
|
John R. Raphael Revocable Trust dtd 7/6/07 (4)(9)
|
|
|
7,031
|
|
|
|
7,031
|
|
|
|
0
|
|
|
|
0
|
%
|
Lee Harrison Corbin (4)(10)
|
|
|
17,836
|
|
|
|
5,625
|
|
|
|
12, 211
|
|
|
|
*
|
|
Michael Silverman (4)(11)
|
|
|
61,125
|
|
|
|
61,125
|
|
|
|
0
|
|
|
|
0
|
%
|
Stephen Renaud (4)(12)
|
|
|
44,200
|
|
|
|
39,000
|
|
|
|
5,200
|
|
|
|
*
|
|
The Hewlett Fund LP (4)(13)
|
|
|
14,063
|
|
|
|
14,063
|
|
|
|
0
|
|
|
|
0
|
%
|
Morgan Janssen (4)(14)
|
|
|
16,563
|
|
|
|
13,125
|
|
|
|
3,438
|
|
|
|
*
|
|
Teresa D. Dereniak (4)(15)
|
|
|
7,031
|
|
|
|
7,031
|
|
|
|
0
|
|
|
|
0
|
%
|
683 Capital Partners, LP (16)(17)
|
|
|
2,631,875
|
|
|
|
2,631,875
|
|
|
|
0
|
|
|
|
0
|
%
|
* Less than 1%.
(1) Includes shares of common stock underlying
warrants held by the selling stockholder that are covered by this prospectus, including warrants that, due to contractual restrictions,
may not be exercisable if such exercise would result in beneficial ownership greater than 4.9% and 9.9% of our outstanding common
stock, as applicable.”
(2) Based on 63,812,012 shares of common
stock, which includes 45,328,510 shares of common stock issued and outstanding on October 17, 2018, and 49,897,758 shares of common
stock being offered in this Prospectus that may be issued upon exercise of the warrants. In determining this amount, we assumed
that (i) all shares of common stock being offered in this Prospectus that may be issued upon exercise of the warrants will
be sold and (ii) we issue no other shares of common stock. If these assumptions are incorrect, the number of shares and
percentages included in this column will differ from what we have provided.
(3) Shares
beneficially owned prior to the offering consist of 256,250 shares of common stock held by the selling stockholder. Barbara Glenns
may be deemed to have voting and investment power with respect to the securities held by Katalyst Securities One, LLC. The selling
stockholder address is 30 Waterside Plaza, New York, NY 10010.
(4) Represents
warrants received upon distribution and assignment by Katalyst Securities One, LLC to its members: Peter Janssen, Opes Equities,
Inc., Christopher Cozzolino, Jeffrey Benison, John R. Raphael Revocable Trust dtd 7/6/07, Lee Harrison Corbin, Michael Silverman,
Stephen Renaud, The Hewlett Fund LP, Morgan Janssen and Teresa D. Dereniak.
(5) The
shares listed under “Number of Shares of Common Stock Owned Prior to Offering” and “Shares of Common Stock to
be Sold Pursuant to this Prospectus” include 73,877 shares issuable upon the exercise of the warrants comprised of (i) 16,127
shares issuable upon the exercise of the warrants sold in August 2016 and (ii) 57,750 shares issuable upon the exercise of the
warrants sold in October 2018 that are held by the stockholder. This amount does not (i) give effect to limitations on ownership
set out in any of the warrants that may be exercised into such shares or (ii) include any shares that may be beneficially
owned by an affiliate.
(6) The shares listed under “Number
of Shares of Common Stock Owned Prior to Offering” and “Shares of Common Stock to be Sold Pursuant to this Prospectus”
include 9,375 shares issuable upon the exercise of the warrants sold in October 2018 that are held by the stockholder. This amount
does not (i) give effect to limitations on ownership set out in any of the warrants that may be exercised into such shares
or (ii) include any shares that may be beneficially owned by an affiliate. Ilario Licul, in his capacity as President or Barbara
Glenns, in her capacity as Vice President of Opes Equities, Inc., has voting and investment power over the shares owned by Opes
Equities, Inc.
(7) The
shares listed under “Number of Shares of Common Stock Owned Prior to Offering” and “Shares of Common Stock to
be Sold Pursuant to this Prospectus” include 24,078 shares issuable upon the exercise of the warrants comprised of (i) 10,953
shares issuable upon the exercise of the warrants sold in June 2017 and (ii) 13,125 shares issuable upon the exercise of the warrants
sold in October 2018 that are held by the stockholder. This amount does not (i) give effect to limitations on ownership set
out in any of the warrants that may be exercised into such shares or (ii) include any shares that may be beneficially owned
by an affiliate.
(8) The shares listed under “Number
of Shares of Common Stock Owned Prior to Offering” and “Shares of Common Stock to be Sold Pursuant to this Prospectus”
include 7,125 shares issuable upon the exercise of the warrants sold in October 2018 that are held by the stockholder. This amount
does not (i) give effect to limitations on ownership set out in any of the warrants that may be exercised into such shares
or (ii) include any shares that may be beneficially owned by an affiliate.
(9) The shares listed under “Number
of Shares of Common Stock Owned Prior to Offering” and “Shares of Common Stock to be Sold Pursuant to this Prospectus”
include 7,031 shares issuable upon the exercise of the warrants sold in October 2018 that are held by the stockholder. This amount
does not (i) give effect to limitations on ownership set out in any of the warrants that may be exercised into such shares
or (ii) include any shares that may be beneficially owned by an affiliate. By virtue of his position as trustee, John R. Raphael
has voting and dispositive power over the securities held by the John R. Raphael Revocable Trust dtd 7/6/07.
(10) The
shares listed under “Number of Shares of Common Stock Owned Prior to Offering” and “Shares of Common Stock to
be Sold Pursuant to this Prospectus” include 17,836 shares issuable upon the exercise of the warrants comprised of (i) 12,211
shares issuable upon the exercise of the warrants sold in June 2017 and (ii) 5,625 shares issuable upon the exercise of the warrants
sold in October 2018 that are held by the stockholder. This amount does not (i) give effect to limitations on ownership set
out in any of the warrants that may be exercised into such shares or (ii) include any shares that may be beneficially owned
by an affiliate.
(11) The shares listed under “Number
of Shares of Common Stock Owned Prior to Offering” and “Shares of Common Stock to be Sold Pursuant to this Prospectus”
include 61,125 shares issuable upon the exercise of the warrants sold in October 2018 that are held by the stockholder. This amount
does not (i) give effect to limitations on ownership set out in any of the warrants that may be exercised into such shares
or (ii) include any shares that may be beneficially owned by an affiliate.
(12) The shares listed under “Number
of Shares of Common Stock Owned Prior to Offering” and “Shares of Common Stock to be Sold Pursuant to this Prospectus”
include 5,200 shares of common stock and 39,000 shares issuable upon the exercise of the warrants sold in October 2018 that are
held by the stockholder. This amount does not (i) give effect to limitations on ownership set out in any of the warrants that
may be exercised into such shares or (ii) include any shares that may be beneficially owned by an affiliate.
(13) The shares listed under “Number
of Shares of Common Stock Owned Prior to Offering” and “Shares of Common Stock to be Sold Pursuant to this Prospectus”
include 14,063 shares issuable upon the exercise of the warrants sold in October 2018 that are held by the stockholder. This amount
does not (i) give effect to limitations on ownership set out in any of the warrants that may be exercised into such shares
or (ii) include any shares that may be beneficially owned by an affiliate. Martin Chopp, in his capacity as general partner
of The Hewlett Fund LP, has voting and investment power over the shares owned by The Hewlett Fund LP.
(14) The
shares listed under “Number of Shares of Common Stock Owned Prior to Offering” and “Shares of Common Stock to
be Sold Pursuant to this Prospectus” include 16,563 shares issuable upon the exercise of the warrants comprised of (i) 3,438
shares issuable upon the exercise of the warrants sold in August 2016 and (ii) 13,125 shares issuable upon the exercise of the
warrants sold in October 2018 that are held by the stockholder. This amount does not (i) give effect to limitations on ownership
set out in any of the warrants that may be exercised into such shares or (ii) include any shares that may be beneficially
owned by an affiliate.
(15) The shares listed under “Number
of Shares of Common Stock Owned Prior to Offering” and “Shares of Common Stock to be Sold Pursuant to this Prospectus”
include 7,031 shares issuable upon the exercise of the warrants sold in October 2018 that are held by the stockholder. This amount
does not (i) give effect to limitations on ownership set out in any of the warrants that may be exercised into such shares
or (ii) include any shares that may be beneficially owned by an affiliate.
(16) Represents
warrants received upon full assignment by AIGH Investment Partners LP (a selling stockholder previously named in the table) of
its Company warrants to 683 Capital Partners, LP.
(17) Shares
beneficially owned prior to the offering consist of (i) 1,460,000 shares of common stock held directly and (ii) 1,171,875 shares
of common stock issuable upon exercise of 2018 PIPE Warrants. The selling stockholder is offering all of the shares of common stock
beneficially owned thereby in the offering. The shares and warrants directly held by 683 Capital Partners, LP are indirectly held
by 683 Capital Management, LLC and Ari Zweiman, the managing member of 683 Capital Management, LLC. 683 Capital Management, LLC,
683 Capital Partners LP and Mr. Zweiman share voting and dispositive power with respect to the shares held by 683 Capital Partners,
LP. The address of the selling stockholder is 3 Columbus Circle, Suite 2205, New York, New York 10019.
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