Business Context and Reporting Period
Company: Capricor Therapeutics, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 5, 2025
Principal Office: San Diego, California
Trading Symbol: CAPR (Nasdaq Capital Market)
This filing announces the pricing of a public offering of common stock and the execution of an underwriting agreement.
Key Financial Metrics and Offering Details
| Metric | Value |
|---|---|
| Shares to be Sold | 6,000,000 shares of Common Stock |
| Public Offering Price | $25.00 per share |
| Gross Proceeds (Expected) | Approximately $150 million |
| Over-Allotment Option | 30-day option for up to 900,000 additional shares |
| Underwriters | Piper Sandler & Co. and Oppenheimer & Co. Inc. |
Use of Proceeds: Continued development of product candidates, manufacturing of product candidates, working capital, and general corporate purposes.
Financial Position: The filing text does not provide current revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses solely on the capital raise event.
Material Changes and Events
- Capital Raise: The Company entered into an underwriting agreement to sell 6,000,000 shares at $25.00 per share.
- Registration: The offering is made pursuant to a Form S-3 registration statement filed on September 10, 2025, and declared effective on September 23, 2025.
- Closing Date: Expected to close on or about December 8, 2025, subject to customary closing conditions.
Guidance, Outlook, and Risks
Management Commentary: The Company intends to utilize the net proceeds to advance its product development pipeline and support manufacturing operations.
Risks and Contingencies:
- The closing of the offering is subject to the satisfaction of customary closing conditions.
- The description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the agreement filed as Exhibit 1.1.
- Information furnished under Item 7.01 is not deemed filed for purposes of Section 18 of the Exchange Act unless expressly incorporated by reference.
Unusual Items: None reported in this filing.
Investor Verification Checklist
- Verify the final closing date of the offering (expected December 8, 2025).
- Confirm the exercise of the 30-day over-allotment option for up to 900,000 additional shares.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific indemnification obligations and termination provisions.
- Monitor subsequent filings for the actual net proceeds received after deducting underwriting discounts and offering expenses.