Amendment: SEC Form SCHEDULE 13G/A filed by Marker Therapeutics Inc.
$MRKR
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Marker Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
57055L206 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 57055L206 |
| 1 | Names of Reporting Persons
Blue Owl Capital Holdings LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,127,052.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent 554,250 shares of common stock ("Common Stock") and 572,802 shares of Common Stock issuable upon exercise of Warrants (as defined below) to purchase shares of Common Stock from the Issuer. The percentage of class is calculated based upon 10,709,005 shares of Common Stock outstanding as of March 18, 2025, as reported on the Issuer's 10-K filed with the Securities and Exchange Commission on March 31, 2025, as increased by the 572,802 shares of Common Stock issuable upon exercise of the Warrants.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Marker Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
2450 Holcombe Blvd, Suite BCM-A, MS: BCM251, Houston, Texas, 77021 | |
| Item 2. | ||
| (a) | Name of person filing:
Blue Owl Capital Holdings LP, referred to herein as the "Reporting Person." | |
| (b) | Address or principal business office or, if none, residence:
399 Park Avenue
New York, NY 10022 | |
| (c) | Citizenship:
See response to Item 4 on the cover page. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
57055L206 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See response to Item 9 on the cover page.
At a special meeting on March 21, 2025, stockholders approved the issuance of shares of Common Stock upon exercise of warrants held by the Reporting Person, each exercisable to receive one share of Common Stock (the "Warrants").
In this regard, the Reporting Person holds 554,250 shares of Common Stock and 2,570,750 Warrants, which are subject to a conversion limitation that prevents the Reporting Person's beneficial ownership from exceeding 9.99%. As such, the reported securities include only 572,802 shares of Common Stock acquirable upon exercise of Warrants.
The filing of this Statement shall not be construed as an admission that the Reporting Person or any of the foregoing are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement. | |
| (b) | Percent of class:
See response to Item 11 on the cover page. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See response to Item 5 on the cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See response to Item 6 on the cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See response to Item 7 on the cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See response to Item 8 on the cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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