Sec Form 13D Filing - New Enterprise Associates 16, L.P. filing for Marker Therapeutics, Inc. (MRKR) - 2024-12-23

The address of the principal business office of NEA 16, each Control Entity and Sandell is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of Baskett, Behbahani, Chang, Makhzoumi and Walker is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, CA 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10011.

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.

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.

On December 19, 2024, the Issuer, NEA 16 and certain other investors entered into a securities purchase agreement (the "Securities Purchase Agreement"), pursuant to which the Issuer agreed to issue and sell, and NEA 16 and the other investors agreed to purchase, in a private placement (the "Offering"), units consisting of (a) one share of Common Stock or a partially prepaid warrant to acquire one share of Common Stock (collectively, the "Series B Warrants") and (b) a warrant to acquire one share of Common Stock (collectively, the "Series A Warrants" and together with the Series B Warrants, the "Warrants," and the shares underlying the Warrants, the "Warrant Shares"), at a purchase price of $3.20 per unit (or $3.199 per unit including a Series B Warrant). Pursuant to the Securities Purchase Agreement, NEA 16 agreed to purchase (i) 554,250 shares of Common Stock, (ii) Series A Warrants to acquire 1,562,500 shares of Common Stock and (iii) Series B Warrants to acquire 1,008,250 shares of Common Stock for an aggregate purchase price of approximately $5,000,000.00.The Warrants will not become exercisable until the Issuer's stockholders approve of the issuance of the Warrant Shares (the "Stockholder Approval," and the date of such approval, the "Stockholder Approval Date"). Each Warrant will be exercisable at any time on or after the Stockholder Approval Date until the fifth anniversary of the Stockholder Approval Date. The Series A Warrants have an exercise price of $4.00 per share and the Series B Warrants have an exercise price of $0.001 per share. NEA 16 may not exercise the Warrants if NEA 16, together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"). NEA 16 may increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 9.99% by providing at least 61 days' notice to the Issuer.After giving effect to the Beneficial Ownership Limitation, NEA 16 is now deemed to hold a total of 1,625,678 shares of Common Stock of the Issuer (the "NEA 16 Shares"). 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.The securities issued in the Offering were issued in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), and have not been registered under the Securities Act.The foregoing description of the Securities Purchase Agreement and the terms and conditions of the Warrants issued thereunder does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Securities Purchase Agreement, a copy of which is attached as Exhibit 10.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 19, 2024 (the "Form 8-K") and incorporated by reference herein.

NEA 16 acquired the NEA 16 Shares for investment purposes. Information with respect to the Offering set forth in Item 3 above is incorporated herein by reference to the extent responsive to this Item 4.

NEA 16 is the record owner of the NEA 16 Shares. As the general partner of NEA 16, NEA Partners 16 may be deemed to own beneficially the NEA 16 Shares. As the sole general partner of NEA Partners 16, NEA 16 LLC may be deemed to own beneficially the NEA 16 Shares. As members of NEA 16 LLC, each of the Managers may be deemed to own beneficially the NEA 16 Shares.Each Reporting Person disclaims beneficial ownership of the NEA 16 Shares other than those shares which such person owns of record.The percentage of outstanding Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person's cover sheet. Such percentage was calculated based on 10,708,175 shares of Common Stock, which includes the sum of (i) 8,923,490 shares of Common Stock reported by the Issuer to be outstanding as of November 7, 2024, on the Issuer's Form 10-Q filed with the SEC on November 14, 2024 and (ii) 1,784,685 shares of Common Stock reported by the Issuer to be sold pursuant to the Securities Purchase Agreement as reported on the Form 8-K.

(i) sole power to vote or to direct the vote: See line 7 of cover sheets(ii) shared power to vote or to direct the vote: See line 8 of cover sheets(iii) sole power to dispose or to direct the disposition: See line 9 of cover sheets(iv) shared power to dispose or to direct the disposition: See line 10 of cover sheets

Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, Common Stock beneficially owned by any of the Reporting Persons.

Not applicable.

Information with respect to the Offering set forth in Item 3 above is incorporated herein by reference to the extent responsive to this Item 6.In connection with the Offering and pursuant to the terms of the Securities Purchase Agreement, on December 19, 2024, the Issuer, NEA 16 and the other investors party to the Securities Purchase Agreement entered into a registration rights agreement (the "Registration Rights Agreement"), pursuant to which the Issuer agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act and the rules and regulations promulgated thereunder, and applicable state and securities laws.Additionally, in connection with the Offering and pursuant to the terms of the Securities Purchase Agreement, on December 19, 2024, the Issuer and NEA 16 entered into a voting agreement, pursuant to which NEA 16 agreed to vote in favor of the Stockholder Approval of the securities to be issued in the Offering.

Exhibit 1 - Agreement regarding filing of joint Schedule 13D.Exhibit 2 - Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.