Current Report Filing (8-k)
February 18 2020 - 6:01AM
Edgar (US Regulatory)
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)
February 12, 2020
CAPRICOR THERAPEUTICS, INC.
(Exact name of Registrant as Specified
in its Charter)
Delaware
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001-34058
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88-0363465
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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8840 Wilshire Blvd., 2nd Floor, Beverly
Hills, CA
(Address of principal executive offices)
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90211
(Zip Code)
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(310) 358-3200
(Registrant’s telephone number,
including area code)
Not Applicable
(Former name or former address, if changed
since 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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.001 per share
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CAPR
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The Nasdaq Capital Market
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Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 12, 2020, pursuant to the
authority granted to it under the 2012 Restated Equity Incentive Plan (the “2012 Plan”) and the 2012 Non-Employee
Director Stock Option Plan (the “2012 Director Plan”), the board of directors of the Company approved a program
under which outstanding options and other awards granted under the 2012 Plan and the 2012 Director Plan to employees,
officers and directors of the Company, and designated service providers shall be repriced to their then current fair market
value. The Company’s Chief Executive Officer, Linda Marban, the Company’s Chief Financial Officer, Anthony
Bergmann, and the Company’s Executive Vice President and General Counsel, Karen Krasney, are all eligible to
participate in the repricing program with respect to their outstanding option awards.
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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.
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CAPRICOR THERAPEUTICS, INC.
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Date: February 14, 2020
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By:
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/s/ Linda Marbán, Ph.D.
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Linda Marbán, Ph.D.
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Chief Executive Officer
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