JACKSONVILLE, Fla.,
Oct. 17, 2018 /PRNewswire/ --
TapImmune Inc. (NASDAQ: TPIV), today announced the closing of the
previously announced merger with privately-held Marker
Therapeutics, Inc. In connection with the merger, TapImmune
Inc. changed its name to Marker Therapeutics, Inc., and
reincorporated from Nevada into
Delaware. The combined company will focus on the continued
development and commercialization of T cell therapies.
Beginning Thursday, October 18, 2018, the
Company's stock will begin trading under the new ticker symbol
"MRKR" on the Nasdaq Capital Market and will have a new CUSIP
number, 57055L 107.
"The closing of this merger marks a significant milestone, since
the combined company is well-positioned to become a leader in
cancer immunotherapy, with potentially transformative therapies,"
said Peter L. Hoang, CEO of Marker Therapeutics, Inc. "The
combined company will have exponentially superior capabilities and
resources than either company had alone. With the transaction
completed, we can now push our clinical trials forward more
efficiently with the full resources available to the combined
company. We are confident that our therapies can fundamentally
improve therapeutic outcomes for patients with life-threatening
diseases, and drive life-changing results for patients suffering
from a variety of terrible cancers."
Mr. Hoang continued, "In connection with the merger, we welcome
to our Board of Directors, John
Wilson, Dr. Juan Vera and
David Eansor, whose participation
and future contributions will enhance the future prospects of the
combined company."
"This merger provides Marker's unique and highly promising T
cell therapies with an excellent combination of financial support,
management capacity, and scientific expertise that is expected to
expedite a fundamental change in the lives of cancer patients,"
said John Wilson, CEO of the former
Marker Therapeutics, Inc., which changed its name to Marker Cell
Therapy, Inc. in connection with the merger. "Our belief that this
merger provides the best path forward has been reinforced by events
surrounding the transaction, including the significant capital
contribution made by highly discerning healthcare investors, led by
New Enterprise Associates, the exclusive license with Baylor College of Medicine that will allow us to
leverage the vast capabilities of their Center for Cell and Gene
Therapy going forward, and by the willingness of Dr. James Allison (2018 Nobel Prize of Medicine
recipient) and Dr. Padmanee Sharma (2018 Coley Award in Tumor
Immunology recipient) to join our internationally acclaimed
founders (Drs. Malcolm Brenner,
Cliona Rooney, and Helen Heslop) on Marker's Scientific Advisory
Board."
As a result of the merger, 13,914,255 shares of common stock of
the Company, and warrants to purchase 5,046,003 shares of common
stock at an exercise price of $2.99
per share with a five-year term, were issued to the prior
stockholders of the former Marker Therapeutics, Inc., which will
become a subsidiary of the combined company and renamed Marker Cell
Therapy, Inc.
Concurrent with the merger, the Company closed on the previously
announced private placement financing (the "Financing"). The
aggregate offering size, before deducting the placement agent fees
and other offering expenses, was $70
million. The Company issued 17,500,000 shares of its
common stock and issued warrants to purchase 13,125,000 shares of
common stock at an exercise price of $5.00 per share that will be exercisable for a
period of five years. The closing of the merger and the Financing
were subject to the approval of TapImmune's stockholders as
required by NASDAQ Stock Market Rules. TapImmune's
stockholders approved the issuance of the merger and Financing
shares and warrants at TapImmune's annual meeting which occurred on
October 16, 2018.
The Financing proceeds will be used to advance the combined
company's novel T cell therapies into multiple Phase 2 clinical
studies, build out infrastructure to support clinical and
manufacturing capabilities, and other corporate and general
purposes.
Piper Jaffray & Co. served as
sole lead placement agent for the private placement, and Nomura
Securities International, Inc. served as co-placement agent and
exclusive financial advisor in conjunction with the merger.
The securities issued in the merger and sold in the Financing
(together the "Securities") have not been registered under the
Securities Act of 1933, as amended, or state securities laws and
may not be offered or sold in the United
States absent registration with the Securities and Exchange
Commission or an applicable exemption from such registration
requirements. The Company has agreed to file a registration
statement with the Securities and Exchange Commission covering the
resale of the Securities, including the shares of common stock
issuable upon exercise of the warrants. If any of the Securities
are unable to be included on the initial registration statement,
the Company has agreed to file subsequent registration statements
until all the Securities have been registered.
As a result of the closing of the merger and the Financing, the
former Marker stockholders, after taking into account the issuance
of shares in the Financing occurring concurrently with the merger,
now own, on a fully-diluted basis (assuming the exercise of all
outstanding warrants and options), approximately 27.5%, and
TapImmune's current stockholders now own approximately 27.5%, of
the Company's common stock.
Frederick Wasserman, who was
appointed Chairman of Marker's Board upon closing of the merger
said, "The completion of the merger and financing provide a strong
foundation for Marker's future growth initiatives. We are now
better positioned to develop new therapies for patients and create
value for our shareholders." Mr. Wasserman continued and noted, "We
look forward to working with our three new directors who are
joining our Board. We also wish to recognize our former board
members who left the Board in connection with the merger
(Glynn Wilson, Sherry Grisewood, Mark
Reddish and Joshua Silverman)
for their many contributions in helping the Company reach this
milestone event."
The Company will be relocating its corporate headquarters to
Houston, Texas to facilitate its
collaboration with the research team at the Baylor College of
Medicine. In conjunction with its move, the Company plans to
open a facility in Houston to
conduct its operations and oversee its clinical trials.
President & Chief Executive Officer Peter L. Hoang, accompanied by the senior
management team and Board of Directors, will ring the Nasdaq
Closing Bell to mark the end of trading for today, October 17th.
The ceremony, which will take place between 3:45 p.m. and 4:15 p.m. Eastern Time,
will stream live online at
https://new.livestream.com/nasdaq/live.
About Marker Therapeutics, Inc. (formerly TapImmune
Inc.)
We are a clinical-stage immuno-oncology company specializing in
the development of next-generation T cell-based immunotherapies for
the treatment of hematological malignancies and solid tumor
indications. Marker's cell therapy technology is based on
the selective expansion of non-engineered, tumor-specific T cells
that recognize tumor associated antigens (i.e. tumor targets) and
kill tumor cells expressing those targets. Once infused into
patients, this population of T cells attacks multiple tumor
targets and acts to activate the patient's immune
system to produce broad spectrum anti-tumor activity. Because
Marker does not genetically engineer its T cells, when
compared to current engineered CAR-T and TCR-based approaches, its
products (i) are significantly less expensive and easier to
manufacture, (ii) appear to be markedly less toxic, and (iii) are
associated with meaningful clinical benefit. As a result,
Marker believes its portfolio of T cell therapies has a
compelling therapeutic product profile, as compared to current
gene-modified CAR-T and TCR-based therapies.
Marker is also advancing a number of innovative peptide- and
gene-based immuno-therapeutics for the treatment of
cancer and metastatic disease, including our Folate Receptor Alpha
program (TPIV200) for breast and ovarian cancers and our HER2/neu+
peptide antigen program (TPIV100/110) in Phase II clinical trials.
In parallel, we are developing a proprietary DNA expression
technology named PolyStart™ to improve the ability of the
cellular immune system to recognize and destroy diseased cells.
Forward-Looking Statement Disclaimer
This release contains forward-looking information within the
meaning of the Private Securities Litigation Reform Act of 1995.
Statements in this news release concerning the Company's
expectations, plans, business outlook or future performance, and
any other statements concerning assumptions made or expectations as
to any future events, conditions, performance or other matters, are
"forward-looking statements". Forward-looking statements are by
their nature subject to risks, uncertainties and other factors
which could cause actual results to differ materially from those
stored in such statements. Such risks, uncertainties and factors
include, but are not limited to any inability
to recognize the anticipated benefits of the merger and the
financing as well as the risks set forth in the Company's
most recent Form 10-K, 10-Q and other SEC filings which are
available through EDGAR at www.sec.gov. The Company assumes no
obligation to update the forward-looking statements.
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SOURCE TapImmune Inc.
