CAPRICOR THERAPEUTICS, INC. (NASDAQ:CAPR) Files An 8-K Entry into a Material Definitive Agreement
Amendment to Exclusive License Agreement
On August 19, 2020 Capricor, Inc. (“Capricor”), a wholly-owned subsidiary of Capricor Therapeutics, Inc., a Delaware corporation (the “Company”) and Cedars-Sinai Medical Center (“CSMC”), entered into the Seventh Amendment to Exclusive License Agreement (the “7th Amendment”), thereby amending the Exosomes License Agreement previously entered into by the parties. Under the 7th Amendment, (i) Capricor agrees that it shall be required to satisfy certain performance milestones with respect to product candidates covered by certain future patent rights in order to maintain an exclusive license to those future patent rights; failure to meet those milestones would cause CSMC to have the right to convert the license from exclusive to non-exclusive or co-exclusive, or to terminate the license, subject to Capricor’s right to license such patent rights for internal research purposes on a non-exclusive basis; (ii) CSMC acknowledges that Capricor has satisfied the performance milestones with respect to certain patent families corresponding to certain future patent rights, thereby maintaining its exclusive license to such patent rights; and (iii) CSMC and Capricor agree to make certain patent filings to update the inventors listed in such filings and to have CSMC exclusively license its interest therein to Capricor.
The Company expects to file the 7th Amendment as an exhibit to its next filing in which the 7th Amendment is required to be included and intends to seek confidential treatment for certain terms and provisions of the 7th Amendment. The foregoing description is a summary of the material terms of the 7th Amendment, does not purport to be complete, and is qualified in its entirety by reference to the text of the 7th Amendment when filed.
(a) On August 20, 2020, the Board of the Company amended the Company’s Bylaws to add a new Article IX containing forum selection provisions.
The new Article IX provides that unless the Company consents in writing to the selection of an alternative forum, in connection with any of the following claims, the claim must be heard exclusively in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, the federal district court of the State of Delaware: (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, stockholder or employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising to any provision of the DGCL, the Company’s certificate of incorporation or the Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware.
The new Article IX also provides that unless the Company consents in writing to the selection of an alternative forum, in connection with any claims which may be brought involving the Company under the Securities Act of 1933, as amended, or any successor thereto, the federal district courts of the United States of America shall be the exclusive forum for the resolution of such claims.
The foregoing description is qualified in its entirety by reference to the full text of the amendment to the Company’s Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
|3.1||Amended and Restated Bylaws of Capricor Therapeutics, Inc.|
CAPRICOR THERAPEUTICS, INC. Exhibit
EX-3.1 2 tm2029227d1_ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE BYLAWS OF CAPRICOR THERAPEUTICS,…
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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.