Capricor Therapeutics Files 8-K: Material Agreement & Equity Sales

TL;DR

CAPR filed an 8-K detailing a material agreement and equity sales.

AI Summary

On September 16, 2024, Capricor Therapeutics, Inc. entered into a Material Definitive Agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and regulatory risks.

Key Players & Entities

• CAPRICOR THERAPEUTICS, INC. (company) — Registrant
• September 16, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — h Registered Common Stock, par value $0.001 per share CAPR The Nasdaq Capital M
• $15.0 million — n, Nippon Shinyaku has agreed to invest $15.0 million for the purchase of common stock of the
• $20.0 million — will also receive an upfront payment of $20.0 million upon execution of the Definitive Agreem
• $715.0 million — sales-based milestone payments of up to $715.0 million. The Company expects to file the Term
• $5 — Common Stock"), at a price per Share of $5.36, which was issued at a 20% premium t

Filing Documents

• capr-20240916x8k.htm (8-K) — 50KB
• capr-20240916xex10d1.htm (EX-10.1) — 192KB
• capr-20240916xex10d2.htm (EX-10.2) — 131KB
• capr-20240916xex10d3.htm (EX-10.3) — 27KB
• capr-20240916xex99d1.htm (EX-99.1) — 21KB
• capr-20240916xex99d1001.jpg (GRAPHIC) — 5KB
• 0001558370-24-012836.txt ( ) — 616KB
• capr-20240916.xsd (EX-101.SCH) — 3KB
• capr-20240916_lab.xml (EX-101.LAB) — 15KB
• capr-20240916_pre.xml (EX-101.PRE) — 9KB
• capr-20240916x8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. Commercialization and Distribution Binding Term Sheet On September 16, 2024, Capricor Therapeutics, Inc. (the "Company" or "Capricor") entered into a Binding Term Sheet (the "Term Sheet") with Nippon Shinyaku, Co., Ltd., a Japanese corporation, ("Nippon Shinyaku") for the commercialization and distribution of deramiocel, the Company's lead product candidate, for the treatment of Duchenne muscular dystrophy in the European region, as defined in the Term Sheet. In addition, Nippon Shinyaku has agreed to invest $15.0 million for the purchase of common stock of the Company at a 20% premium based on the 60-day volume-weighted average price ("VWAP") of the Company's common stock through closing of market trading on September 16, 2024. Capricor will also receive an upfront payment of $20.0 million upon execution of the Definitive Agreement, with potential additional development and sales-based milestone payments of up to $715.0 million. The Company expects to file the Term Sheet as an exhibit to its Quarterly Report on Form 10-Q for the period ended September 30, 2024 and intends to seek confidential treatment for certain terms and provisions of the Term Sheet. The foregoing description is a summary of the material terms of the Term Sheet, does not purport to be complete, and is qualified in its entirety by reference to the text of the Term Sheet when filed. Private Placement On September 16, 2024, the Comp

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Pursuant to the Private Placement described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.02 in its entirety, on September 16, 2024, the Company sold the Shares to an "accredited investor," as that term is defined in the Securities Act of 1933, as amended (the "Securities Act"), and in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or "blue sky" laws. Nippon Shinyaku represented to the Company that it was an "accredited investor," as defined in Regulation D, and was acquiring the Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Shares have not been registered under the Securities Act and such Shares may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 17, 2024, the Company issued a press release announcing the Term Sheet and the Private Placement. A copy of the press release has been furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Subscription Agreement. 10.2 Registration Rights Agreement. 10.3 Letter of Intent. 99.1 Press Release, titled "Capricor Therapeutics Signs Binding Term Sheet with Nippon Shinyaku for European Expansion and Commercialization of Deramiocel for the Treatment of Duchenne Muscular Dystrophy", dated September 17, 2024 . 104 Cover Page Interactive Data File (formatted as inline XBRL). 3

SIGNATURES

SIGNATURES 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. CAPRICOR THERAPEUTICS, INC. Date: September 17, 2024 By: /s/ Linda Marbn, Ph.D. Linda Marbn, Ph.D. Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR