SEC Form 4 · accession 0001408408-15-000038
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
Jun 16, 2015
Accepted (ET)
Jun 18, 2015 · 11:33 am 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,F3 | Jun 16, 2015 | X | 5,000,000 | $0.50 | A | 10,000,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series C-1 WarrantF1,F2,F3 | $0.50 | Jun 16, 2015 | X | 5,000,000 | D | Mar 9, 2015 | Mar 9, 2020 | Common Stock | 5,000,000 | 1 | D |
Explanation of responses
- F15,000,000 of the reported securities are included within 5,000,000 Units. Each Unit, as amended pursuant to the Amended and Restated Restructuring Agreement dated June 2, 2015, consists of one share of common stock, one Series A-1 Warrant exercisable in whole or in part to acquire up to 5,000,000 shares of common stock, one Series B-1 Warrant exercisable in whole or in part to acquire up to 10,000,000 shares of common stock, one Series C-1 Warrant exercisable in whole or in part to acquire up to 10,000,000 shares of common stock, one Series D-1 Warrant exercisable in whole or in part to acquire up to 5,000,000 shares of common stock and one Series E-1 Warrant exercisable in whole or in part to acquire up to 5,000,000 shares of common stock
- F2Each Series C-1 Warrant allows the Reporting Persons to acquire up to 10,000,000 shares of common stock of the Issuer at an exercise price per share of $0.50 during the exercise period from March 9, 2015 until March 9, 2020. 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).
- F3On June 16, 2015, Eastern Capital Limited exercised part of the Issuer's Series C-1 Warrant at an exercise price of $0.50 per share and acquired an additional 5,000,000 shares of common stock. Following the transaction, the Series C-1 Warrant held by the Reporting Persons is exercisable in whole or in part to acquire up to 5,000,000 shares of common stock.
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.