CAPRICOR THERAPEUTICS, INC. (NASDAQ:CAPR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On October 19, 2017, Capricor Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a Common Stock Sales Agreement (the “Agreement”) with H.C. Wainwright & Co., LLC (“H.C. Wainwright”), as sales agent, to create an “at the market offering” under which the Company from time to time may offer and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $14,000,000 (the “Shares”) through H.C. Wainwright (the “Offering”). Any Shares offered and sold in the Offering will be issued to the Company’s Registration Statement on Form S-3 originally filed with the Securities and Exchange Commission on September 28, 2015 (the “Registration Statement”) and the prospectus and applicable prospectus supplements related to the Offering that form a part of the Registration Statement. The number of Shares eligible for sale under the Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3.

Subject to the terms and conditions of the Agreement, H.C. Wainwright will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions. The Company has provided H.C. Wainwright with customary indemnification rights, and H.C. Wainwright will be entitled to a commission at a fixed commission rate equal to 3.0% of the gross proceeds per Share sold.

Sales of the Shares, if any, under the Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. The Company has no obligation to sell any of the Shares, and may at any time suspend sales under the Agreement or terminate the Agreement.

The Company currently intends to use the net proceeds from the Offering, if any, for research related to the Company’s product candidates, manufacturing of the Company’s products, working capital and general corporate purposes, which may include, without limitation, engaging in acquisitions or other business combinations. 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.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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.

(d) Exhibits

CAPRICOR THERAPEUTICS, INC. Exhibit
EX-5.1 2 tv477293_ex5-1.htm EXHIBIT 5.1   Exhibit 5.1   October 19,…
To view the full exhibit click here

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.