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, on May 5,
2017, the Company issued and sold to the Investors, 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.
In connection with the Private Placement, the Company also
entered into a Registration Rights Agreement with the Investors
on May 5, 2017 (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.
The foregoing descriptions of the Subscription Agreements and the
Registration Rights Agreement do not purport to be complete and
are qualified in their entirety by reference to the form of
Subscription Agreement and the Registration Rights Agreement,
which are filed as Exhibit 10.1 and Exhibit 10.2, respectively,
to this Amendment No. 1 to Current Report on Form 8-K/A and are
incorporated herein by reference.
The representations, warranties and covenants contained in the
Subscription Agreements and the Registration Rights Agreement
were made solely for the benefit of the parties to the
Subscription Agreements and the Registration Rights Agreement and
may be subject to limitations agreed upon by the contracting
parties. Accordingly, the Subscription Agreements and the
Registration Rights Agreement are incorporated herein by
reference only to provide investors with information regarding
the terms of the Subscription Agreements and the Registration
Rights Agreement and not to provide investors with any other
factual information regarding the Company or its business, and
should be read in conjunction with the disclosures in the
Companys periodic reports and other filings with the SEC.
Item 3.02. Unregistered Sales of Equity
Securities.
to the Private Placement described in Item 1.01 of this Amendment
No. 1 to Current Report on Form 8-K/A, which description is
incorporated by reference into this Item 3.02 in its entirety, on
May 9, 2017, the Company sold the Shares to accredited investors,
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. Each of the Investors 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 Amendment No. 1 to
Current Report on Form 8-K/A 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.
A form of Subscription Agreement and the Registration Rights
Agreement are filed as Exhibit 10.1 and Exhibit 10.2,
respectively, to this Amendment No. 1 to Current Report on Form
8-K/A and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 10.1 | Form of Subscription Agreement. | |
| 10.2 |
Registration Rights Agreement, dated as of May 5, 2017, by and among Capricor Therapeutics, Inc. and the Investors. |
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 -0.12 at 2.96 with 86,501 shares trading hands.