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 March 31, 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 $5,000,000 (the Shares) through
H.C. Wainwright (the Offering). Any Shares offered and sold in
the Offering will be issued to the Companys 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 Companys
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,
including sales made directly on or through The NASDAQ Capital
Market, the existing trading market for our common stock, sales
made to or through a market maker other than on an exchange or
otherwise, in negotiated transactions at market prices prevailing
at the time of sale or at prices related to such prevailing
market prices, and/or any other method permitted by law,
including in privately negotiated transactions. 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 Companys product
candidates, manufacturing of the Companys products, working
capital and general corporate purposes, which may include,
without limitation, engaging in acquisitions or other business
combinations. 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 Companys 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

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 up +0.13 at 3.35 with 55,251 shares trading hands.