Current Report Filing (8-k)
February 15 2019 - 4:56PM
Edgar (US Regulatory)
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
February 11, 2019
Date of Report
MARKER
THERAPEUTICS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-37939
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45-4497941
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3200 Southwest Freeway
Suite 2240
Houston, Texas
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77027
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(Address of principal executive offices)
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(Zip Code)
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(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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
¨
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Item 5.08
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Shareholder Director Nominations.
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On February 11, 2019, the Board of Marker
Therapeutics, Inc. (the “Company”) established May 9, 2019 as the date of the Company’s 2019 annual meeting of
stockholders (the “2019 Annual Meeting”). Because the 2019 Annual Meeting date has advanced by more than 30 days from
the anniversary date of the Company’s 2018 annual meeting of stockholders, in accordance with Rule 14a-5(f) under the Securities
Exchange Act of 1934, as amended, the Company is informing stockholders of such change.
In addition, because the 2019 Annual Meeting
will be held more than 30 days from the anniversary date of the 2018 annual meeting, the deadline for stockholder nominations or
proposals for consideration at the 2019 Annual Meeting set forth in the Company’s 2018 Proxy Statement no longer applies.
Accordingly, in order to be included in the proxy materials for the 2019 Annual Meeting, stockholders who intend to nominate a
candidate for election to the Board or to propose other business for consideration at the 2019 Annual Meeting to be included in
the Company’s proxy materials for the 2019 Annual Meeting (including a proposal made pursuant to Rule 14a-8 promulgated
under the Securities Exchange Act of 1934, as amended and any notice on Schedule 14N), must ensure that such proposal is received
by the Company at its principal executive offices, 3200 Southwest Freeway, Suite 2240 Houston, Texas 77027, no later than 5:00
p.m., Eastern time, on February 26, 2019. Proponents are advised to submit their proposals by certified mail, return receipt requested,
addressed to the Company’s Corporate Secretary. Such deadline will also apply in determining whether notice of a stockholder
proposal is timely for purposes of exercising discretionary voting authority with respect to proxies under Rule 14a-4(c) of the
Exchange Act. The Company currently intends to make its proxy materials available to stockholders beginning on or about March 27,
2019.
Further, the Company’s Bylaws require
that the Company be given advance notice of stockholder nominations for election to the board of directors and of other matters
which stockholders wish to present for action at an annual meeting of stockholders, other than matters included in the Company’s
proxy statement. The required notice must be in writing, include all of the information specified in the Company’s Bylaws,
as amended, and be received by the Company’s Corporate Secretary at its principal offices not later than the close of business
on February 26, 2019.
Stockholder proposals intended to be considered
for inclusion in the Company’s proxy materials for the 2019 Annual Meeting of Stockholders must comply with applicable Delaware
law, the rules and regulations promulgated by the Securities and Exchange Commission and the procedures set forth in the Company’s
Bylaws.
On February 15, 2019, the Company issued
a press release announcing it had relocated its corporate headquarters to Houston, Texas and entered into a license to access a
new laboratory facility
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A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
In accordance with the requirements of the
Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this
15
th
day of February, 2019.
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MARKER THERAPEUTICS, INC.
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(
Registrant)
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BY:
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/s/ Michael Loiacono
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Michael Loiacono
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Chief Accounting Officer
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