Capricor Therapeutics, Inc 8-K, filed May 7, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 7, 2020

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CAPRICOR THERAPEUTICS, INC.

(Exact name of Registrant as Specifiedin its Charter)

(310) 358-3200

(Registrant’s telephone number,including area code)

Not Applicable

(Former name or former address, if changedsince last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

On May 7, 2020, Capricor Therapeutics, Inc., a Delaware corporation (the “Company”), filed a Registration Statement on Form S-3 (“the Resale Registration Statement”) with the Securities and Exchange Commission (the “SEC”) registering shares of Company common stock, par value $0.001 per share (the “Common Stock”), issuable upon the exercise of certain warrants (the “Warrants”) acquired in private placements which were completed in March 2020.

The Company will receive proceeds of up to approximately $5.4 million upon the exercise of the Warrants, if the Warrants are exercised for cash; however, the Company is not offering any shares of its Common Stock for sale under the prospectus included in the Resale Registration Statement and the Company will not receive any part of the proceeds from sales of the shares of its Common Stock by the selling stockholders covered by the Resale Registration Statement.

The Registration Statement for the resale of shares of Common Stock referenced in this Current Report on Form 8-K (this “Form 8-K”) which has been filed with the SEC has not yet become effective. No securities may be sold, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective. This Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offer of the securities will be solely by means of the prospectus included in the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.