Capricor Therapeutics Files 8-K: Material Agreement

TL;DR

CAPR signed a material definitive agreement on Oct 16, 2024. Details to follow.

AI Summary

On October 16, 2024, Capricor Therapeutics, Inc. entered into a Material Definitive Agreement. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates a significant new agreement for Capricor Therapeutics, which could impact its business operations and future financial performance.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities that are not yet fully understood by the market.

Key Players & Entities

• CAPRICOR THERAPEUTICS, INC. (company) — Registrant
• October 16, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-34058 (filing_id) — Commission File Number

FAQ

Key Financial Figures

• $0.001 — h Registered Common Stock, par value $0.001 per share CAPR The Nasdaq Capital M
• $17.00 — erwriters at a public offering price of $17.00 per share. In addition, under the terms
• $75 Million — tics Announces Pricing of Approximately $75 Million Public Offering of Common Stock", dated

Filing Documents

• capr-20241016x8k.htm (8-K) — 45KB
• capr-20241016xex1d1.htm (EX-1.1) — 295KB
• capr-20241016xex5d1.htm (EX-5.1) — 15KB
• capr-20241016xex99d1.htm (EX-99.1) — 13KB
• capr-20241016xex5d1002.jpg (GRAPHIC) — 4KB
• capr-20241016xex99d1001.jpg (GRAPHIC) — 5KB
• 0001558370-24-013357.txt ( ) — 559KB
• capr-20241016.xsd (EX-101.SCH) — 3KB
• capr-20241016_lab.xml (EX-101.LAB) — 15KB
• capr-20241016_pre.xml (EX-101.PRE) — 9KB
• capr-20241016x8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 16, 2024, Capricor Therapeutics, Inc., a Delaware corporation (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with Piper Sandler & Co. and Oppenheimer & Co. Inc. as representatives of the underwriters (the "Underwriters"), pursuant to which the Company agreed to sell and issue, in a public offering (the "Offering"), an aggregate of 4,412,000 shares of common stock, $0.001 par value per share, of the Company (the "Common Stock"), to the Underwriters at a public offering price of $17.00 per share. In addition, under the terms of the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 661,800 additional shares of Common Stock (the "Option"). The Company intends to use the net proceeds from this offering on the continued development of its product candidates, manufacturing of its product candidates, working capital and general corporate purposes. The Offering is being made pursuant to the Company's registration statement on Form S-3 (File No. 333-280229) that was filed with the Securities and Exchange Commission on June 14, 2024, as amended by Post-Effective Amendment No. 1 to Form S-3 Registration Statement filed with the SEC on October 16, 2024, and a prospectus supplement dated October 16, 2024. The Offering is expected to close on October 18, 2024, subject to the satisfaction of customary closing conditions. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the bene

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 17, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release has been filed 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 1.1 Underwriting Agreement, dated October 16, 2024, by and among Capricor Therapeutics, Inc., Piper Sandler & Co. and Oppenheimer & Co. Inc. 5.1 Opinion of Sidley Austin LLP 23.1 Consent of Sidley Austin LLP (included in Exhibit 5.1) 99.1 Press Release, titled "Capricor Therapeutics Announces Pricing of Approximately $75 Million Public Offering of Common Stock", dated October 17, 2024 104 Cover Page Interactive Data File (formatted as inline XBRL) 2

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: October 17, 2024 By: /s/ Linda Marbn, Ph.D. Linda Marbn, Ph.D. Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR