SEC Form 4 · accession 0001408408-15-000030
Marker Therapeutics, Inc. · MRKR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Kenneth Bryan Dart
10% Owner
Eastern Capital LTD
10% Owner
Portfolio Services Ltd.
10% Owner
Period of report
May 28, 2015
Accepted (ET)
Jun 1, 2015 · 5:51 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001094038
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 5,000,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-1 WarrantF1,F2 | $1.50 | May 28, 2015 | J | 5,000,000 | D | Mar 9, 2015 | Mar 9, 2020 | Common Stock | 5,000,000 | 0 | D |
| Series A-1 WarrantF2 | $0.10 | May 28, 2015 | J | 5,000,000 | A | Nov 28, 2015 | Mar 9, 2020 | Common Stock | 5,000,000 | 1 | D |
| Series B-1 WarrantF1,F3 | $0.40 | May 28, 2015 | J | 5,000,000 | D | Mar 9, 2015 | Sep 9, 2015 | Common Stock | 5,000,000 | 0 | D |
| Series B-1 WarrantF3 | $0.20 | May 28, 2015 | J | 10,000,000 | A | Mar 9, 2015 | Sep 9, 2015 | Common Stock | 10,000,000 | 1 | D |
| Series C-1 WarrantF1,F4 | $1.00 | May 28, 2015 | J | 5,000,000 | D | Mar 9, 2015 | Mar 9, 2020 | Common Stock | 5,000,000 | 0 | D |
| Series C-1 WarrantF4 | $0.50 | May 28, 2015 | J | 10,000,000 | A | Mar 9, 2015 | Mar 9, 2020 | Common Stock | 10,000,000 | 1 | D |
| Series D-1 WarrantF1,F5 | $0.75 | holding | — | — | — | — | — | Common Stock | 5,000,000 | 1 | D |
| Series E-1 WarrantF1,F6 | $1.25 | holding | — | — | — | — | — | Common Stock | 5,000,000 | 1 | D |
Explanation of responses
- F1The reported securities are included within 5,000,000 Units, each Unit originally consisting of one share of common stock, one Series A-1 Warrant, one Series B-1 Warrant, one Series C-1 Warrant, one Series D-1 Warrant and one Series E-1 Warrant.
- F2Each Series A-1 Warrant originally allowed the reporting persons to acquire up to 5,000,000 shares of common stock of the Issuer at an exercise price per share of $1.50 during the exercise period from March 9, 2015 until March 9, 2020. Pursuant to the Restructuring Agreement effective May 28, 2015, each Series A-1 Warrant was amended to reduce the exercise price per share to $0.10 and also to provide that the warrants are exercisable during the exercise period from November 28, 2015 to March 9, 2020. No consideration was paid or received by the reporting persons in connection with the amendment.
- F3Each Series B-1 Warrant originally allowed the reporting persons to acquire up to 5,000,000 shares of common stock of the Issuer at an exercise price per share of $0.40 during the exercise period from March 9, 2015 until September 9, 2015. Pursuant to the Restructuring Agreement effective May 28, 2015, Series B-1 Warrant was amended to reduce the exercise price per share to $0.20 and to allow the reporting persons to acquire up to 10,000,000 shares of common stock of the Issuer. The Issuer may force the exercise of Series B-1 Warrant in the event that the closing price of the common stock is above $0.50 for 10 consecutive trading days (subject to certain conditions including minimum trading volume requirements and the non-occurrence of an Equity Conditions Failure). No consideration was paid or received by the reporting persons in connection with the amendment.
- F4Each Series C-1 Warrant originally allowed the reporting persons to acquire up to 5,000,000 shares of common stock of the Issuer at an exercise price per share of $1.00 during the exercise period from March 9, 2015 until March 9, 2020. Pursuant to the Restructuring Agreement effective May 28, 2015, Series-C-1 Warrant was amended to reduce the exercise price per share to $0.50 and to allow the reporting persons to acquire up to 10,000,000 shares of common stock of the Issuer. The Issuer may force the exercise of Series C-1 Warrant in the event that the closing price of the common stock is above $1.00 for 10 consecutive trading days (subject to certain conditions including minimum trading volume requirements and the non-occurrence of an Equity Conditions Failure). No consideration was paid or received by the reporting persons in connection with the amendment.
- F5Each Series D-1 Warrant will be exercisable only if and to the extent that the Series B-1 Warrants are exercised and will expire on the five year anniversary of the date that the Series B-1 Warrant is initially exercised.
- F6Each Series E-1 Warrant will be exercisable only if and to the extent that the Series C-1 Warrants are exercised, and will expire on the five year anniversary of the date that the Series C-1 Warrant is initially exercised.
Remarks
Eastern Capital Limited is an investment entity that owns the securities reported on this Form 4. Portfolio Services Ltd. is a holding company which owns all of the outstanding stock of Eastern Capital Limited. Kenneth B. Dart is the beneficial owner of all of the outstanding stock of Portfolio Services Ltd.