Marker Therapeutics Inc (MRKR)

[Phantom Lord]

Current share structure, warrants & options:

The below information was taken from financial filings filed with the SEC. Links are provided within.

As of March 31st 2017
Shares Outstanding: 8,470,833
Warrants: 5,059,000
Options: 434,000
Fully Diluted Share Count: 13,963,833

The following is a list of all holdings of the executive officers & directors:

Glynn Wilson – Stock: 85,567; Exercisable Options: 140,388; Options Not Yet Vested: 27,779
Mark Reddish – Stock: 18,889; Exercisable Options: 12,875
Sherry Grisewood – Stock: 2,361; Exercisable Options: 12,500
John Bonfiglio – Stock: 26,053; Exercisable Options: 65,973; Options Not Yet Vested: 29,861
Frederick Wasserman – Exercisable Options: 6,771; Options Not Yet Vested: 5,729
Joshua Silverman – Exercisable Options: 1,563; Options Not Yet Vested: 10,467
Michael Loicano –Exercisable Options: 15,568; Options Not Yet Vested: 38,559

Total Shares: 132,870; Total Exercisable Options: 255,638; Total Options Not yet Vested: 112,395


This is the breakdown of warrants from the most recent 10K:

A: 214,433 Exercisable @ $1.20 Expire on 1/13/2020
C: 424,433 Exercisable @ $6.00 Expire on 1/13/2020
D: 610,000 Exercisable @ $9.00 Expire between 7/16/2020 & 8/13/2020 and 8/19/2020 & 9/9/2020
E: 616,100 Exercisable @ $15.00 Expire between 7/16/2020 & 8/13/2020 and 8/19/2020 & 9/9/2020
F: 583,333 Exercisable @ $7.20 Expire on 8/11/2021
A-1: 418,750 Exercisable @ $1.20 Expire on 3/9/2020
C-1: 2,083 Exercisable @ $6.00 Expire on 01/13/2020
D-1: 416,667 Exercisable @ $9.00 Expire between 8/19/2020 & 9/9/2020
E-1: 418,750 Exercisable @ $15.00 Expire between 6/16/2020
F-1: 416,667 Exercisable @ $7.20 Expire on 8/11/2021
Pipe: 653,187 Exercisable @ $6.00 Expire on 8/11/2021
Broker: 65,327 Exercisable @ $4.80 Expire on 8/11/201221

*The series C warrants, I believe, can be forced by $TPIV.

The numbers each entity hold listed below do not all match the numbers in the 10K, found HERE for the 2016 year end. The only thing I can come up with is that Richard Abbe, president of Iroquois Capital, had a few trusts that owned warrants. In a previous 13G, found HERE they were listed under Richard Abbe sole voting & sole dispositive power. In the new 13G, below, it lists no securities under his sole power. This accounts for some of the discrepancy but not quite all of it. The discrepancy is small enough that I’m not going to bother looking elsewhere. Also, the numbers in the 10Q for the period ending 3/31/2017, found HERE, are slightly off. These are listed under Note 5 under Potentially Dilutive Securities.


The Following is a list of all holdings of 5% or more:

Eastern Capital – Stock: 2,333,333; Warrants: 1,666,667

Warrant Breakdown:
A-1: 418,750
C-1: 2,083
D-1: 416,667
E-1: 418,750
F-1: 416,667

*The total number of warrants Eastern should have does not match what is listed in the 10K. I’m only coming up with a difference of 6,250 to the positive though. It also shows they have C-1 warrants remaining but they supposedly exercised all of these. This would bring the above 6,250 difference down to 4,167. Probably not enough to fret about.

Eastern Documents (Both dated 8/12/2016):
13D
FORM 4

Iroquois Capital (IC) & American Capital (AC) – Stock: 592,025*; Warrants: 833,402

Warrant Breakdown:
Series A: 166,667 (IC: 104,167; AC: 62,500)
Series C: 166,700. (IC: 104,167; AC: 62,533)
Series D: 166,667 (IC: 104,167; AC: 62,500)
Series E: 166,667 (IC: 104,167; AC: 62,500)
Series F: 166,700 (IC: 104,167; AC: 62,533)


* The above number includes 358,025 shares held by Iroquois & 234,000 shares held by American Capital Management. Kimberly Page has sole authority for the shares & warrants held by American Capital and shared authority, w/ Richard Abbe of all shares & warrants held in the Iroquois Master Fund. When Joshua Silverman was nominated to the BOD we relinquished control of these securities. The one warrant difference in the total amount and itemized amount is due to American Capital’s C & F warrants being an extra .5 each. I rounded down the itemized number.

Iroquois Docs (Dated 2/14/2017):
13G

Brio Capital Master Fund – Stock: 347,179; Warrants: 808,336

Warrant Breakdown:
Series C: 195,834
Series D: 208,334
Series E: 208,334
Series F: 195,834

Brio Capital Docs (Dated 2/6/2017):
13G

Empery Asset Management – Stock: 360,000; Warrants: 579,999

Warrant Breakdown:
Series D: 193,333
Series E: 193,333
Series F: 193,333

* Some of the above numbers were obtained from Empery documents that pertain to the issuance of new shares & F warrants as well as a transfer of their 2014 warrants they did in December of 2016. Not sure where these warrants went but it seems they don’t have them anymore. Either way there weren’t very many (under 100k if I remember correctly) & I think the exercise price on these was pretty high to where they would most likely never be exercised before expiration.

Empery Asset Management Docs (Dated 1/19/2016):
13G


To continue on with the warrants they are all subject to blockers. The series A, D, E, warrants are all subject to a 4.9% blocker while the series C & F warrants are subject to a 9.9% blocker. The A-1, C-1, D-1, E-1, & F-1 warrants are all subject to a 49.9% blocker. This means that if the exercise of any of these warrants were to put the common stock held by the exercising entity over those percentages the warrants cannot be exercised.

Below is each entity listed above and their percentage of common stock currently held:
Eastern Capital: 27.5%
Iroquois Capital: 4.2%
American Capital: 2.8%
Brio Capital: 4.1%
Empery Asset Mgmt: 4.3%

As you can see most entities are close to the 4.9% to where even if their warrants were in the exercise price, which currently only includes the series A warrants, they would not be able to exercise them due to the blockers. They might be able to exercise a few but that doesn’t make a whole lot of sense and doesn’t help anyone. The warrants subject to the 9.9% blocker are not within exercise price but if they were could be exercised while avoiding the blocker. In any event we should see very much warrant activity until we are well over $6.00 and I wouldn’t think it makes a ton of sense for the warrant holders to exercise most of their warrants until at least $10. This is of course dependent on how well the trials are progressing and what the data looks like.

One thing I would also like to mention is the float. Currently of the 8,470,833 shares outstanding 3,765,407 are held by the entities listed above. This is about 44.5% of shares locked up (provided no one there sells). This leaves 4,705,426 shares available. If data is good or any other material news comes out that benefits us we should see a pretty large increase as there aren’t very many shares available. This is of course also contingent on an upswing in volume. All things considered I think we have held fairly well in this high $3 to low $5 range and with the right news we should be much higher.


Below are links to my prior posts on the warrant situations if you would like to see my initial DD:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=125189288 Post Date: 9/15/2016
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=121105185 Post Date: 3/10/2016
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=119149223 Post Date: 12/14/2015
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=118740621 Post Date: 11/24/2015