CAPRICOR THERAPEUTICS, INC. (NASDAQ:CAPR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Private Placement
On May 5, 2017, Capricor Therapeutics, Inc. (the Company) entered
into Subscription Agreements (the Subscription Agreements) with
certain accredited investors (the Investors), to which the
Company became obligated to sell to the Investors, and the
Investors became obligated to purchase from the Company, in a
private placement (the Private Placement), an aggregate of
1,196,291 shares (the Shares) of the common stock of the Company,
par value $0.001 per share (the Common Stock), at a price per
Share of $3.10 for an aggregate purchase price of approximately
$3.7 million (the Purchase Price).
In connection with the Private Placement, the Company also
entered into a Registration Rights Agreement with the Investors
(the Registration Rights Agreement). to the terms of the
Registration Rights Agreement, the Company is obligated (i) to
prepare and file with the Securities and Exchange Commission (the
SEC) a registration statement (the Registration Statement) to
register for resale the Shares, and (ii) to use its reasonable
best efforts to cause the Registration Statement to be declared
effective by the SEC as soon as practicable, in each case subject
to certain deadlines. The Company will be required to pay to each
Investor liquidated damages equal to 1.0% of the aggregate
purchase price paid by such Investor to the Subscription
Agreements for the Shares per month (up to a cap of 10.0%) if it
does not meet certain obligations with respect to the
registration of the Shares, subject to certain conditions.
Item 3.02. Unregistered Sales of Equity
Securities.
The information contained in Item1.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 3.02 in its
entirety. The Shares were offered and will be sold in
transactions exempt from registration under the Securities Act of
1933, as amended (the Securities Act), in reliance on
Section4(a)(2) of the Securities Act and Rule 506 of Regulation D
promulgated under the Securities Act and the corresponding
provisions of state securities or blue sky laws. Each Investor
represented that it was an accredited investor, as defined in
Regulation D, and is acquiring the Shares for investment only and
not with a view towards, or for resale in connection with, the
public sale or distribution thereof. 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 the 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.
Item 8.01. Other Events.
On May 8, 2017, the Company issued the press release attached as
Exhibit 99.1 to this Current Report on Form 8-K regarding the
Private Placement.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| ExhibitNumber | Description |
| 99.1 |
Press Release issued by Capricor Therapeutics, Inc. on May 8, 2017, announcing the Private Placement. |
About CAPRICOR THERAPEUTICS, INC. (NASDAQ:CAPR)
Capricor Therapeutics, Inc. is a clinical-stage biotechnology company focused on the discovery, development and commercialization of therapeutics. The Company focuses on discovering, developing and commercializing regenerative medicine and large molecule products for the treatment of disease, with a primary focus on the treatment of cardiovascular diseases, including orphan indications. Its product candidate, CAP-1002, a cardiosphere-derived cell product, is being tested in the ALLSTAR Phase II clinical study on patients having suffered a myocardial infarction (MI), while the DYNAMIC clinical study is testing CAP-1002 in patients in the advanced-stage of heart failure. CAP-1002 is also being tested in the HOPE-Duchenne Phase I/II clinical study for use in connection with Duchenne muscular dystrophy-related cardiomyopathy. Cenderitide, a dual receptor natriuretic peptide agonist, is being tested in a Phase II clinical study. Exosomes are nano-sized, membrane-enclosed vesicles. CAPRICOR THERAPEUTICS, INC. (NASDAQ:CAPR) Recent Trading Information
CAPRICOR THERAPEUTICS, INC. (NASDAQ:CAPR) closed its last trading session down -0.13 at 3.10 with 42,154 shares trading hands.