UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Marker Therapeutics, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value
(Title
of Class of Securities)
57055L206
(CUSIP
Number)
Stephanie
Brecher
New
Enterprise Associates
1954
Greenspring Drive, Suite 600
Timonium,
MD 21093
(410)
842-4000
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
May 15, 2024
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 57055L206
|
13D |
Page
2 of 20 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
New
Enterprise Associates 16, L.P.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
WC
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
Limited Partnership
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,071,428
Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,071,428
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,071,428
Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 57055L206
|
13D |
Page
3 of 20 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
NEA
Partners 16, L.P.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
Limited Partnership
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,071,428
Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,071,428
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,071,428
Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
PN
|
|
|
CUSIP
No. 57055L206
|
13D |
Page
4 of 20 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
NEA
16 GP, LLC
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
Limited Liability Company
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,071,428
Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,071,428
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,071,428
Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
OO
|
|
|
CUSIP
No. 57055L206
|
13D |
Page
5 of 20 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Forest
Baskett
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,071,428
Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,071,428
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,071,428
Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 57055L206
|
13D |
Page
6 of 20 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Ali
Behbahani
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,071,428
Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,071,428
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,071,428
Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 57055L206
|
13D |
Page
7 of 20 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Carmen
Chang
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,071,428
Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,071,428
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,071,428
Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 57055L206
|
13D |
Page
8 of 20 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Anthony
A. Florence, Jr.
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,071,428
Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,071,428
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,071,428
Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 57055L206
|
13D |
Page
9 of 20 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Mohamad
H. Makhzoumi
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,071,428
Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,071,428 Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,071,428 Shares |
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 57055L206
|
13D |
Page
10 of 20 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Scott
D. Sandell
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,071,428
Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,071,428
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,071,428
Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 57055L206
|
13D |
Page
11 of 20 Pages |
| 1. |
|
NAMES
OF REPORTING PERSONS.
Paul
Walker
|
|
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
|
(a)
☐
(b)
☐ |
| 3. |
|
SEC
USE ONLY
|
|
|
| 4. |
|
SOURCE
OF FUNDS (see instructions)
AF
|
|
|
| 5. |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
|
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
|
|
|
|
|
|
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
|
7. |
|
SOLE
VOTING POWER
0
Shares
|
| |
8. |
|
SHARED
VOTING POWER
1,071,428
Shares
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
0
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
1,071,428
Shares
|
|
|
|
|
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,071,428
Shares
|
|
|
| 12. |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
|
☐ |
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.0%
|
|
|
14. |
|
TYPE
OF REPORTING PERSON (see instructions)
IN
|
|
|
CUSIP
No. 57055L206
|
13D |
Page
12 of 20 Pages |
Item
1. Security and Issuer.
This
Amendment No. 2 (“Amendment No. 2”) to Schedule 13D amends and supplements the statement on Schedule 13D originally filed
on October 25, 2018, and Amendment No. 1 thereto filed on March 26, 2021, relating to the common stock, $0.001 par value (the “Common
Stock”), of Marker Therapeutics, Inc. (the “Issuer”) having its principal executive office at 9350 Kirby Drive, Suite
300, Houston, Texas 77054.
Certain
terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except as specifically provided
herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
This
Amendment No. 2 is being filed to report that the beneficial ownership of Common Stock by the Reporting Persons (as defined below) has
decreased by more than 1% as a result of an increase in the number of Common Stock outstanding and the Warrant Expiration.
Item
2. Identity and Background.
This
statement is being filed by:
(a)
New Enterprise Associates 16, L.P. (“NEA 16”), NEA Partners 16, L.P. (“NEA Partners 16”), which is the sole general
partner of NEA 16; and NEA 16 GP, LLC (“NEA 16 LLC” and, together with NEA Partners 16, the “Control Entities”),
which is the sole general partner of NEA Partners 16; and
(b)
Forest Baskett (“Baskett”), Ali Behbahani (“Behbahani”), Carmen Chang (“Chang”), Anthony A. Florence,
Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Scott D. Sandell (“Sandell”) and Paul Walker
(“Walker”) (together, the “Managers”), Joshua Makower (“Makower”) and Peter W. Sonsini (“Sonsini”).
The Managers are the managers of NEA 16 LLC.
The
persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting
Persons.”
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, California 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.
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.
CUSIP
No. 57055L206
|
13D |
Page
13 of 20 Pages |
Item
3. Source and Amount of Funds or Other Consideration
Not
applicable.
Item
4. Purpose of Transaction.
Not
applicable.
Item
5. Interest in Securities of the Issuer.
| (a) | The amounts of Common Stock reported herein reflect a 1-for-10 reverse
stock split effected by the Issuer on January 27, 2023 (the “Reverse Stock Split”). Prior to October 17, 2023 (the “Warrant
Expiration Date”), NEA 16 held 375,000 warrants to purchase shares of Common Stock, exercisable immediately, at an exercise price
of $50.00 per share with a five-year term (the “NEA 16 Warrants”). On the Warrant Expiration Date, the right of NEA 16 to
exercise the NEA 16 Warrants expired by the terms of the applicable warrants and such right was not exercised by the NEA 16, in whole
or in part, prior to such expiration (the “Warrant Expiration”). |
Following the Reverse Stock Split and
the Warrant Expiration, NEA 16 is the record owner of 1,071,428 shares of Common Stock (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 8,919,095 shares of Common Stock reported by the Issuer to be outstanding as of
May 6, 2024 on the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 15, 2024.
| (b) | Regarding
the number of shares as to which such person has: |
| (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 |
| (c) | 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. |
| (d) | 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. |
| (e) | Each of Makower and Sonsini has ceased to own beneficially five percent
or more of the Issuer’s Common Stock as a result of ceasing to be a manager of NEA 16 LLC.
|
Item
6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
Not
applicable.
Item
7. Material to be Filed as Exhibits.
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.
Exhibit
3 – Power of Attorney on behalf of Joshua Makower regarding filings under the Securities Exchange Act of 1934, as amended.
CUSIP
No. 57055L206
|
13D |
Page
14 of 20 Pages |
SIGNATURE
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
EXECUTED
this 17th day of May, 2024.
NEW
ENTERPRISE ASSOCIATES 16, L.P.
| By: | NEA
PARTNERS 16, L.P.
General
Partner |
| By: | NEA
16 GP, LLC
General
Partner |
By:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
H. Makhzoumi
Managing
Partner and Co-Chief Executive Officer
NEA
PARTNERS 16, L.P.
| By: | NEA
16 GP, LLC
General Partner |
By:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
H. Makhzoumi
Managing
Partner and Co-Chief Executive Officer
NEA
16 GP, LLC
By:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
H. Makhzoumi
Managing
Partner and Co-Chief Executive Officer
CUSIP
No. 57055L206
|
13D |
Page
15 of 20 Pages |
*
Forest
Baskett
*
Ali Behbahani
*
Carmen Chang
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Joshua Makower
*
Scott D. Sandell
*
Peter W. Sonsini
*
Paul Walker
*/s/
Zachary Bambach
Zachary Bambach
As
attorney-in-fact
This
Amendment No. 2 to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to Powers of
Attorney, copies of which are attached as Exhibit 2 and Exhibit 3.
CUSIP
No. 57055L206
|
13D |
Page
16 of 20 Pages |
EXHIBIT
1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with
respect to the ownership by each of the undersigned of shares of stock of Marker Therapeutics, Inc.
EXECUTED
this 17th day of May, 2024.
NEW
ENTERPRISE ASSOCIATES 16, L.P.
| By: | NEA
PARTNERS 16, L.P.
General
Partner |
| By: | NEA
16 GP, LLC
General
Partner |
By:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
H. Makhzoumi
Managing
Partner and Co-Chief Executive Officer
NEA
PARTNERS 16, L.P.
| By: | NEA
16 GP, LLC
General Partner |
By:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
H. Makhzoumi
Managing
Partner and Co-Chief Executive Officer
NEA
16 GP, LLC
By:
*
Anthony
A. Florence, Jr.
Managing
Partner and Co-Chief Executive Officer
By:
*
Mohamad
H. Makhzoumi
Managing
Partner and Co-Chief Executive Officer
CUSIP
No. 57055L206
|
13D |
Page
17 of 20 Pages |
*
Forest
Baskett
*
Ali Behbahani
*
Carmen Chang
*
Anthony A. Florence, Jr.
*
Mohamad H. Makhzoumi
*
Joshua Makower
*
Scott D. Sandell
*
Peter W. Sonsini
*
Paul Walker
*/s/
Zachary Bambach
Zachary Bambach
As
attorney-in-fact
This
Agreement relating to Schedule 13D was executed by Zachary Bambach on behalf of the individuals listed above pursuant to a Powers
of Attorney, copies of which are attached hereto as Exhibit 2 and Exhibit 3.
CUSIP
No. 57055L206
|
13D |
Page
18 of 20 Pages |
EXHIBIT
2
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Zachary Bambach, Nicole Hatcher and Stephanie Brecher,
and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution,
to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf
of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager of any partnership,
corporation or limited liability company, pursuant to section 13 or 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and any and all regulations promulgated thereunder, including, without limitation, Forms 3, 4 and 5 and Schedules 13D and
13G (and any amendments thereto), and to file the same, with all exhibits thereto, and any other documents in connection therewith, with
the Securities and Exchange Commission (the “SEC”), including, but not limited to, signing a Form ID for and on behalf of
the undersigned and filing such Form ID with the SEC, and with any other entity when and if such is mandated by the Exchange Act or by
the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to do and perform each and
every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might or could do in person,
thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or cause to be done by virtue
hereof. This power of attorney is perpetual, unless revoked by the undersigned in a signed writing delivered to each of the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 29th day of February, 2024.
| /s/
Peter J. Barris |
|
| Peter
J. Barris |
|
| |
|
| /s/
Forest Baskett |
|
| Forest
Baskett |
|
| |
|
| /s/
Ali Behbahani |
|
| Ali
Behbahani |
|
| |
|
| /s/
Ronald D. Bernal |
|
| Ronald
D. Bernal |
|
| |
|
| /s/
Ann Bordetsky |
|
| Ann
Bordetsky |
|
| |
|
| /s/
Carmen Chang |
|
| Carmen
Chang |
|
| |
|
| /s/
Philip Chopin |
|
| Philip
Chopin |
|
| |
|
| /s/
Anthony A. Florence, Jr. |
|
| Anthony
A. Florence, Jr. |
|
| |
|
| /s/
Jonathan Golden |
|
| Jonathan
Golden |
|
| |
|
| /s/
Scott Gottlieb |
|
| Scott
Gottlieb |
|
CUSIP
No. 57055L206
|
13D |
Page
19 of 20 Pages |
| /s/
Mark Hawkins |
|
| Mark
Hawkins |
|
| |
|
| /s/
Jeffrey R. Immelt |
|
| Jeffrey
R. Immelt |
|
| |
|
| /s/
Aaron Jacobson |
|
| Aaron
Jacobson |
|
| |
|
| /s/
Patrick J. Kerins |
|
| Patrick
J. Kerins |
|
| |
|
| /s/
Hilarie Koplow-McAdams |
|
| Hilarie
Koplow-McAdams |
|
| |
|
| /s/
Vanessa Larco |
|
| Vanessa
Larco |
|
| |
|
| /s/
Julio C. Lopez |
|
| Julio
C. Lopez |
|
| |
|
| /s/
Tiffany Le |
|
| Tiffany
Le |
|
| |
|
| /s/
Mohamad H. Makhzoumi |
|
| Mohamad
H. Makhzoumi |
|
| |
|
| /s/
Edward T. Mathers |
|
| Edward
T. Mathers |
|
| |
|
| /s/
Gregory Papadopoulos |
|
| Gregory
Papadopoulos |
|
| |
|
| /s/
Kavita Patel |
|
| Kavita
Patel |
|
| |
|
| /s/
Scott D. Sandell |
|
| Scott
D. Sandell |
|
| |
|
| /s/
A. Brooke Seawell |
|
| A.
Brooke Seawell |
|
| |
|
| /s/
Peter Sonsini |
|
Peter
Sonsini |
|
| |
|
| /s/
Melissa Taunton |
|
| Melissa
Taunton |
|
| |
|
| /s/
Paul E. Walker |
|
| Paul
E. Walker |
|
| |
|
| /s/
Rick Yang |
|
| Rick
Yang |
|
CUSIP
No. 57055L206
|
13D |
Page
20 of 20 Pages |
EXHIBIT
3
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Zachary Bambach, Nicole Hatcher and Stephanie Brecher,
and each of them, with full power to act without the others, his or her true and lawful attorney-in-fact, with full power of substitution,
to sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf
of himself as an individual or in his or her capacity as a direct or indirect general partner, director, officer or manager or former
general partner, director, officer or manager of any New Enterprise Associates partnership, corporation or limited liability company,
solely with respect to the following entities: Black Diamond Therapeutics, Inc., Inventiva S.A., Marker Therapeutics, Monte Rosa Therapeutics,
Inc., and Reneo Pharmaceuticals, Inc. (the “Covered Entities”), pursuant to section 13 or 16 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), and any and all regulations promulgated thereunder, including, without limitation,
Forms 3, 4 and 5 and Schedules 13D and 13G (and any amendments thereto), and to file the same, with all exhibits thereto, and any other
documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated
by the Exchange Act or by the Financial Industry Regulatory Authority, granting unto said attorney-in-fact full power and authority to
do and perform each and every act and thing necessary, desirable or appropriate, fully to all intents and purposes as he or she might
or could do in person, thereby ratifying and confirming all that said attorney-in-fact, or his or her substitutes, may lawfully do or
cause to be done by virtue hereof. This power of attorney will last for the duration of the outstanding filing obligations related to
the undersigned and NEA Management Company, LLC, and its affiliates. Upon the removal of the undersigned from all outstanding Form 3,
4, and 5, Schedule 13D and 13G or any other similarly related obligatory filings related to the Covered Entities, the power provided
herein shall be revoked.
IN
WITNESS WHEREOF, this Power of Attorney has been signed as of the 2nd day of May, 2024.
| /s/
Joshua Makower |
|
| Joshua
Makower |
|
| |
|
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