Marker Therapeutics Completes Merger with TapImmune and Secures $70 Million in New Financing to Advance T Cell Immunotherapies

On October 17, 2018, VCBeat (WeChat ID: VCbeat) learned from foreign media that TapImmune (NASDAQ: TPIV) had completed the acquisition of the private equity-backed company Marker Therapeutics and changed its name to Marker Therapeutics (NASDAQ: MRKR). The company’s state of incorporation was changed from Nevada to Delaware. Concurrently, it closed a new $70 million round of merger-related financing led by New Enterprise Associates. Piper Jaffray & Co. served as the exclusive placement agent for the private financing, while Nomura Securities International acted as co-placement agent and sole financial advisor during the merger. John Wilson, Juan Vera, and David Eansor will join the Board of Directors.

Following the merger, approximately 13.91 million shares of common stock held by Marker, as well as warrants to purchase approximately 5.05 million shares of common stock at an exercise price of $2.99 per share with a five-year term, have been fully issued to the shareholders of Marker prior to the merger. The pre-merger Marker Therapeutics will become a subsidiary of the newly formed company and will be renamed Marker Cell Therapy.

Concurrently with the merger, Marker completed a new round of private financing, with a gross offering price of $70 million before deducting placement agent fees and other offering expenses. In connection therewith, Marker issued 17.5 million shares of common stock and warrants to purchase 1.3125 million shares of common stock at an exercise price of $5.00 per share, with a five-year term. The shareholders of TapImmune approved the merger and the issuance of shares and warrants in connection with the financing at the annual meeting held on October 16, 2018.

Following the completion of the merger and financing, former Marker shareholders held approximately 27.5% of the equity on a fully diluted basis (assuming the exercise of all outstanding warrants and options), while existing TapImmune shareholders held approximately 27.5% of the common stock.

Marker will utilize this round of financing to advance its novel T-cell therapy into multiple Phase II clinical trials, establish infrastructure for clinical research and drug manufacturing, and cover other general corporate purposes. Marker’s T-cell therapy works by selectively expanding non-engineered, tumor-specific T cells, which then recognize tumor surface antigens (i.e., tumor targets) to target tumor cells. Once administered to patients, these T cells attack multiple tumor targets and ultimately activate the patient’s immune system, thereby generating a broad-spectrum anti-tumor effect. As Marker does not genetically engineer its T cells, its product offers lower costs, easier manufacturing, and significantly reduced cytotoxicity compared to engineered CAR-T and TCR therapies.

Marker has also launched numerous innovative peptide- and gene-based immunotherapies for the treatment of cancer and metastatic diseases, including the Folate Receptor Alpha platform (TPIV200) for breast and ovarian cancers, and the HER2/neu+ peptide antigen platform (TPIV100/110). Both therapies are currently in Phase II clinical trials. Meanwhile, Marker is developing a proprietary DNA expression technology called PolyStart™, which enhances the ability of the cellular immune system to recognize and destroy pathological tissue cells.

John Wilson, CEO of Marker, stated: “This merger provides the perfect combination of financial support, management capabilities, and scientific expertise for Marker’s unique and highly promising T-cell therapies. Marker’s therapies have the potential to fundamentally transform the lives of cancer patients. The therapy has been exclusively licensed from Baylor College of Medicine, whose core team at the Center for Cell and Gene Therapy—Dr. James Allison (2018 Nobel Laureate in Physiology or Medicine) and Dr. Padmanee Sharma (recipient of the 2018 Coley Award in Tumor Immunology)—will join Marker’s internationally renowned founders (Malcolm Brenner, Cliona Rooney, and Helen Heslop) on Marker’s Scientific Advisory Board.”

TapImmune and Marker Therapeutics Logos (Image from foreign media)

Marker Therapeutics (formerly TapImmune), founded in Florida, USA, in 1999, is a clinical-stage immuno-oncology company specializing in the development of next-generation T-cell immunotherapies for the treatment of hematologic malignancies and solid tumors. Marker has relocated its corporate headquarters to Houston, Texas, to facilitate collaboration with the research team at Baylor College of Medicine. Additionally, Marker plans to establish a facility in Houston to conduct research and oversee its clinical trials.