Amended Statement of Ownership (sc 13g/a)
February 04 2019 - 9:30AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
MARKER THERAPEUTICS, INC.
|
(Name of Issuer)
|
|
COMMON STOCK, PAR VALUE $0.001
|
(Title of Class of Securities)
|
|
876033309
|
(CUSIP Number)
|
|
December 31, 2018
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
☐
Rule
13d-1(b)
☒
Rule
13d-1(c)
☐
Rule
13d-1(d)
|
*
|
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
|
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP
No. 876033309
|
1.
|
|
Names
of Reporting Persons
Brio
Capital Master Fund Ltd.
|
2.
|
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3.
|
|
SEC
Use Only
|
4.
|
|
Citizenship
or Place of Organization
Cayman
Islands
|
Number of
Shares
Beneficially Owned
By Each Reporting
Person With:
|
5.
|
Sole Voting Power
237,496 shares of common stock
(1)
|
6.
|
Shared Voting Power
0
|
7.
|
Sole Dispositive Power
237,496 shares of common stock
(1)
|
8.
|
Shared Dispositive Power
0
|
9.
|
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
237,496
shares of common stock
(1)
|
10.
|
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares ☒
See
footnote (1) below.
|
11.
|
|
Percent
of Class Represented by Amount in Row (9)
0.05%
|
12.
|
|
Type
of Reporting Person (See Instructions)
CO
|
(1) Brio Capital Management LLC, is the investment manager of
Brio Capital Master Fund Ltd. and has the voting and investment discretion over securities held by the Brio Capital Fund Ltd. Shaye
Hirsch, in his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf of Brio
Capital Management LLC in its capacity as the investment manager of Brio Capital Master Fund Ltd.
Item 1(a).
|
Name of Issuer
|
|
|
|
Marker Therapeutics, Inc.
|
|
|
Item 1(b).
|
Address of the Issuer’s Principal Executive Offices
|
|
|
|
5 West Forsyth Street, Suite 200, Jacksonville, FL 32202
|
|
|
Item 2(a).
|
Names of Person Filing
|
|
|
|
Brio Capital Master Fund Ltd.
|
Item 2(b).
|
Address of the Principal Business Office, or if none, Residence:
|
|
|
|
c/o Brio Capital Management LLC, 100 Merrick Road, Suite 401 W. Rockville Center, NY 11570.
|
|
|
Item 2(c).
|
Citizenship
|
|
|
|
Cayman Islands
|
Item 2(d).
|
Title of Class of Securities
|
|
|
|
Common Stock, $0.001 par value per share.
|
|
|
Item 2(e).
|
CUSIP Number
|
|
|
|
876033309
|
|
|
Item 3.
|
If this statement is filed pursuant to Rules
13d-1(b),
or
13d-2(b)
or (c), check whether the person filing is a:
|
|
¨
|
(a) Broker or Dealer registered under Section 15 of the Exchange Act.
|
|
|
|
|
¨
|
(b) Bank as defined in Section 3(a)(b) or the Exchange Act.
|
|
|
|
|
¨
|
(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
|
|
|
|
|
¨
|
(d) Investment company registered under Section 8 of the Investment Company Act.
|
|
¨
|
(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
|
|
|
|
|
¨
|
(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
|
|
|
|
|
¨
|
(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
|
|
|
|
|
¨
|
(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
|
|
¨
|
(i) A Church Plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act.
|
|
|
|
|
¨
|
(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
|
|
|
|
|
|
Not applicable
|
Item 4.
|
Ownership
The information required by Items 4(a)-(c) is set forth in Rows
5-11 of the Cover Page and is incorporated herein by reference.
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
|
|
|
Reporting Person owns less than 5%.
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person
|
|
|
|
Not Applicable
|
|
|
Item 7.
|
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported On By the Parent Holding Company
|
|
|
|
Not Applicable
|
|
|
Item 8.
|
Identification and Classification of Members of the Group
|
|
|
|
Not Applicable
|
|
|
Item 9.
|
Notice of Dissolution of Group
|
|
|
|
Not Applicable
|
|
|
Item 10.
|
Certification
|
|
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true, complete and correct.
DATE:
February 4, 2019
|
Brio Capital Master Fund Ltd.,
a Cayman Islands Exempted Company
|
|
|
|
By: Brio Capital Management LLC, its Investment Manager
|
|
|
|
By:
|
/s/ Shaye Hirsch
|
|
|
Name: Shaye Hirsch
|
|
|
Title: Managing Member
|
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
Marker Therapeutics (NASDAQ:MRKR)
Historical Stock Chart
From Aug 2024 to Sep 2024
Marker Therapeutics (NASDAQ:MRKR)
Historical Stock Chart
From Sep 2023 to Sep 2024