8-K 1 tm2120104d1_8k.htm FORM 8-K






Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)


June 21, 2021





(Exact name of Registrant as Specified in its Charter)


Delaware   001-34058   88-0363465
(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification No.)


8840 Wilshire Blvd., 2nd Floor, Beverly Hills, CA

(Address of principal executive offices)



(Zip Code)


(310) 358-3200

(Registrant’s telephone number, including area code)


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which
Common Stock, par value $0.001 per share   CAPR   The Nasdaq Capital Market






Item 8.01Other Events.


On June 21, 2021, Capricor Therapeutics, Inc., a Delaware corporation (the “Company”), filed a new prospectus supplement (the “Prospectus Supplement”) with the U.S. Securities and Exchange Commission (the “SEC”) with respect to the offer and sale of shares of its common stock, par value $0.001 per share (the “Shares”), with an aggregate offering price of up to $75,000,000 (the “Offering”) under the Company’s existing at-the-market equity offering program pursuant to a Common Stock Sales Agreement with H.C. Wainwright & Co., LLC, as sales agent. Any Shares offered and sold in the Offering will be issued pursuant to the Company’s Registration Statement on Form S-3 originally filed with the Securities and Exchange Commission on March 16, 2021 and subsequently amended on June 15, 2021 (the “Registration Statement”) and the Prospectus Supplement, which forms a part of the Registration Statement.


The Company currently intends to use the net proceeds from the Offering, if any, for research and development related to the Company’s product candidates, manufacturing of the Company’s products, working capital and general corporate purposes. The Company reserves the right, at the discretion of its Board of Directors, to reallocate the proceeds of the Offering in response to developments in the Company’s business and other factors. At this time, the Company cannot specify with certainty all of the particular uses for the net proceeds to the Company from the Offering, if any.


This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.


The opinion of the Company’s counsel regarding the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K. This opinion is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.


Item 9.01 Financial Statements and Exhibits.  


(d) Exhibits


5.1 Opinion of Sidley Austin LLP.
23.1 Consent of Sidley Austin LLP (included in Exhibit 5.1).





Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


Date:  June 21, 2021 By: /s/ Linda Marbán, Ph.D.
    Linda Marbán, Ph.D.
    Chief Executive Officer