Item 8.01

On June 21, 2021, Capricor Therapeutics, Inc., a Delaware corporation (the “Company”), filed a new prospectus supplement (the “Prospectus Supplement”) with the U.S. Securities and Exchange Commission (the “SEC”) with respect to the offer and sale of shares of its common stock, par value $0.001 per share (the “Shares”), with an aggregate offering price of up to $75,000,000 (the “Offering”) under the Company’s existing at-the-market equity offering program to a Common Stock Sales Agreement with H.C. Wainwright & Co., LLC, as sales agent. 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 March 16, 2021 and subsequently amended on June 15, 2021 (the “Registration Statement”) and the Prospectus Supplement, which forms a part of the Registration Statement.

The Company currently intends to use the net proceeds from the Offering, if any, for research and development related to the Company’s product candidates, manufacturing of the Company’s products, working capital and general corporate purposes. 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.

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

5.1 Opinion of Sidley Austin LLP.
23.1 Consent of Sidley Austin LLP (included in Exhibit 5.1).

EX-5.1 2 tm2120104d1_ex5-1.htm EXHIBIT 5.1 Exhibit 5.1   Sidley Austin LLP 1001 Page Mill Road Building 1 Palo Alto,…
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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.

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