Marker Therapeutics Inc (MRKR)

[Phantom Lord]

Given how slow it has been I have decided to do a little more research into our current warrant situation. Below are my findings.

First, a breakdown of warrants and their exercise prices:

A & A-1: $0.10
B & B-1: $0.20
C & C-1: $0.50
D & D-1: $0.75
E & E-1: $1.25

Let’s start with the warrants issued to Eastern Capital as these are a non-issue and should cause no downward pressure on share price.

This is what they were issued (After the restructuring agreement):
Stock: 5,000,000 shares
Series A-1: 5,000,000
Series B-1: 10,000,000
Series C-1: 10,000,000
Series D-1: 5,000,000
Series E-1: 5,000,000

This is what they currently claim to own on their most current 13G/A: http://archive.fast-edgar.com/20150929/AQZZE22C6222F2Z2222S22ZZ7V9FZ2KH6G72
Stock: 20,000,000 shares
Series A-1: 5,000,000
Series B-1: 0
Series C-1: 5,000,000
Series D-1: 5,000,000
Series E-1: 5,000,000

Everything here adds up. They have exercised all of their Series B-1s and half their Series C-1s when added with the 5,000,000 shares they were issued at first unit purchase is 20,000,000. They have not dumped any shares as they are restricted and CANNOT be dumped very easily even if Eastern wanted to. This is in accordance with SEC rule 144 which states that an entity my not sell control or restricted shares in an amount greater than 1% of outstanding shares of the same class in any 3 month period. So with outstanding shares of about 64 mil he will only be able to sell 640,000 in any given 3 month period. Even if he chooses to do this it certainly won’t harm the share price.

SEC Rule 144https://www.sec.gov/investor/pubs/rule144.htm

Next we will break down the rest of the warrant which is a bit cloudy but in the end it makes good enough sense to me. I will break these down by who they were issued to which reveals who our main culprits are when it comes to dumping shares. The warrants were initially issued to American Capital, Empery Asset Management, Brio Capital Master Fund, & Iroquois Capital Management. There were also some issued to 4 trust accounts managed by Richard Abbe who is managing partner at Iroquois, I have lumped them together and from here on out I will refer to them as the Abbe Trusts. Also when I say originally issued this is after the restructure, just to be clear.

American Capital
Originally issued:
Stock: 750,000 shares
Series A: 750,000
Series B: 1,500,000
Series C: 1,500,000
Series D: 750,000
Series E: 750,000

This is what they currently claim to own on their most current 13G/A: http://www.sec.gov/Archives/edgar/data/1094038/000114420415016463/v404523_sc13g.htm
Stock: 1,500,000 shares
Series A: 750,000
Series B: 0
Series C: 1,500,000
Series D: 750,000
Series E: 750,000

Iroquois Capital Management
Originally Issued:
Stock: 1,250,000 shares
Series A: 1,250,000
Series B: 2,500,000
Series C: 2,500,000
Series D: 1,250,000
Series E: 1,250,000

This is what they currently claim to own on their most current 13G/A: http://www.sec.gov/Archives/edgar/data/1094038/000093041316005298/c83897_sc13ga.htm
Stock: 2,231,124 shares
Series A: 1,250,000
Series B: 0
Series C: 2,500,000
Series D: 1,250,000
Series E: 1,250,000

Abbe Trusts
Originally Issued:
Stock: 499,995 shares
Series A: 499,995
Series B: 999,990
Series C: 999,990
Series D: 499,995
Series E: 499,995

This is what they currently claim to own on Iroquois’ most current 13G/A under Richard Abbe Sole power: http://www.sec.gov/Archives/edgar/data/1094038/000093041316005298/c83897_sc13ga.htm
Stock: 499,995 shares
Series A: 250,000
Series B: 0
Series C: 499,995
Series D: 499,995
Series E: 499,995

OK, here comes the cloudy part. The following two entities do not claim to have any Series A, D, or E warrants on their most recent 13G/A filings. I have decided to assume that they exercised their A warrants and still hold their D & E warrants as these are currently not at exercise price. The price was in range of the D warrants but since they have not exercised enough C warrants they therefore cannot exercise any D warrants. Like I said in the beginning the math will eventually make sense.

Empery Asset Management
Originally Issued:
Stock: 2,320,000 shares
Series A: 2,320,000
Series B: 4,640,000
Series C: 4,640,000
Series D: 2,320,000
Series E: 2,320,000

This is what they currently claim to own on their most current 13G/A: http://www.sec.gov/Archives/edgar/data/1094038/000090266416004887/p16-0110sc13ga.htm
Stock: 757,000 shares
Series A: 0
Series B: 0
Series C: 2,320,000
Series D: 2,320,000
Series E: 2,320,000

Brio Capital Master Fund
Originally Issued:
Stock: 2,500,000 shares
Series A: 2,500,000
Series B: 5,000,000
Series C: 5,000,000
Series D: 2,500,000
Series E: 2,500,000

This is what they currently claim to own on their most current 13G/A: http://www.sec.gov/Archives/edgar/data/1094038/000121390016010454/sc13g0116a1briocapital_tapim.htm
Stock: 0 shares
Series A: 0
Series B: 0
Series C: 4,711,239
Series D: 2,320,000
Series E: 2,320,000


Now for the fun part. Let’s find out who has been screwing us all over. In the following, total shares owned will refer to the amount of shares each entity would have if they did not dump any shares obtained from warrant conversion. This will also include the shares they obtain upon purchasing the units from the company. Each unit included 1 share of stock and 1 A, B, C, D, & E warrant.

Eastern Capital
Total Shares Owned: 20,000,000
Current Shares Owned: 20,000,000
Dumped: 0

American Capital
Total Shares Owned: 2,250,000
Current Shares Owned: 1,500,000
Dumped: 750,000

Iroquois Capital Management
Total Shares Owned: 3,750,000
Current Shares Owned: 2,231,124
Dumped: 1,518,876

Abbe Trusts
Total Shares Owned: 1,249,985
Current Shares Owned: 979,990
Dumped: 269,995

Empery Asset Management
Total Shares Owned: 9,280,000
Current Shares Owned: 757,000
Dumped: 8,523,000

Brio Capital Master Fund
Total Shares Owned: 10,288,761
Current Shares Owned: 0
Dumped: 10,288,761

So as we can see Brio Capital has been the biggest culprit literally dumping every share they have come in possession of. Followed by Empery and then Iroquois.

In total here is what is left of each warrant class:
A-1: 5,000,000
B-1: 0
C-1: 5,000,000
D-1: 5,000,000
E-1: 5,000,000

To stress again the above were all issued to Eastern Capital and are a non-issue as they CANNOT dump these very easily upon conversion. Again, SEC Rule 144 https://www.sec.gov/investor/pubs/rule144.htm

A: 2,250,000
B: 0
C: 11,031,239
D: 7,319,995
E: 7,319,995


I would expect us to close in on at least $1.00 before any more are exercised as most of these entities have been systematic in their exercising of these warrants only exercising them well above their exercise prices. With any substantial news that we are all expecting what warrants we have left to worry about should be quickly absorbed with only minor share price suppression, if any.

I hope this helps anyone who was curious on the current warrant situation.

Below are two links to my original DD post and my follow up to the original.

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=118740621

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=119149223