Item 5.03 Amendments to Articles of Incorporation or Bylaws.

Amendment of Certificate of Incorporation

On May 25, 2022, Marker Therapeutics, Inc. (the "Company") filed a Certificate of Amendment to its Certificate of Incorporation (the "Certificate") with the Secretary of State of the State of Delaware. The Company's board of directors and stockholders previously approved the Certificate, which increases the authorized shares of common stock of the Company from 150,000,000 shares to 300,000,000 shares. The Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 24, 2022, the Company held its 2022 Annual Meeting of Stockholders (the "Annual Meeting"). The stockholders considered seven proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2022. Of the 83,078,675 shares outstanding as of the record date, 57,295,876 shares, or 68.97%, were present virtually or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal No. 1: Election of seven nominees to serve as directors until the 2023 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:



                                          Votes
Name                   Votes For        Withheld
David Eansor            30,753,440       2,083,729
Steven Elms             30,965,719       1,871,450
Peter Hoang             30,759,510       2,077,659
David Laskow-Pooley     31,082,497       1,754,672
John Wilson             29,558,131       3,279,038
Juan Vera               31,165,066       1,672,103
Katharine Knobil        31,146,424       1,690,745


Broker Non-Votes: 24,458,707.

All nominees were elected.

Proposal No. 2: Approval, on an advisory basis, of the compensation of the Company's named executive officers. The votes were cast as follows:



                                                                       Votes
                                                    Votes For         Against       Abstained
Advisory approval of named executive officer
compensation                                         28,164,404       4,400,809        271,957


Broker Non-Votes: 24,458,706.

Proposal No. 3: Amendment of the Company's Certificate of Incorporation to increase the authorized number of shares of Common Stock. The votes were cast as follows:



                                                                Votes
                                             Votes For         Against       Abstained

Amendment of Certificate of Incorporation 48,008,847 8,680,304 606,723

Broker Non-Votes: 0.

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Proposal No. 4: Approval to adopt a series of alternate amendments to the Company's Certificate of Incorporation to effect a reverse stock split where the board of directors will have the discretion to select the reverse stock split ratio from within a range between and including one-for three (1:3) and one-for-twelve (1:12). The votes were cast as follows:



                                                                 Votes
                                              Votes For         Against       Abstained

Amendment approval for reverse stock split 48,899,833 7,846,346 549,695

Broker Non-Votes: 0.

Proposal No. 5: Approval to adopt a series of alternate amendments to the Company's Certificate of Incorporation to effect an authorized shares reduction, with the specific number of authorized shares determined by a formula that is based on the ratio utilized for a reverse stock split. The votes were cast as follows:



                                                                       Votes
                                                    Votes For         Against       Abstained
Amendment to effectuate an authorized shares
reduction                                            49,446,472       6,871,753        977,646


Broker Non-Votes: 0.

Proposal No. 6: Amendment of the Marker Therapeutics, Inc. 2020 Equity Incentive Plan (the "2020 Plan"), to, among other things, increase the number of shares of common stock authorized for issuance under the 2020 Plan by 8,500,000 shares. The votes were cast as follows:



                                                                  Votes
                                               Votes For         Against       Abstained

Amendment to the 2020 Equity Inventive Plan 27,591,624 4,896,423 349,123

Broker Non-Votes: 24,458,706.

Proposal No. 7: Ratification of the selection of Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes were cast as follows:



                                                                Votes
                                             Votes For         Against       Abstained

Ratification of appointment of Marcum LLP 52,918,715 3,807,322 569,839

Broker Non-Votes: 0.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.        Description

 3.1           Certificate of Amendment to Certificate of Incorporation of Marker
             Therapeutics, Inc.

104          Cover Page Interactive Data File (the cover page XBRL tags are
             embedded within the inline XBRL document)

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