Item 5.02 | Departure of Directors of Certain Officers, Election of Directors; appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 11, 2023, Mr. Louis Manzo, a member of the Board of Directors (the “Board”) of Capricor Therapeutics, Inc., a Delaware corporation (the “Company”), resigned from the Board effective immediately. Mr. Manzo’s decision to resign is not due to any disagreement with the Company on any of the Company’s operations, policies or practices. In connection with Mr. Manzo’s resignation, the Company has entered into a consulting agreement with Mr. Manzo pursuant to which, from time to time, Mr. Manzo will perform certain investor relations services for the Company. Mr. Manzo was a member of the Company’s Audit Committee. Following Mr. Manzo’s resignation, Ms. Karimah Es Sabar has been appointed to the Company’s Audit Committee.
On July 11, 2023, the Board elected Paul Auwaerter, M.D. as a member of the Board, effective immediately. Dr. Auwaerter will receive an initial grant of a nonstatutory stock option to purchase 115,000 shares of the Company’s common stock (the “Initial Grant”) as standard non-employee director compensation under the Company’s policies. The Initial Grant will vest with respect to 25% of such shares of common stock on the first anniversary of the first day of the month following the date of grant of the Initial Grant, and the Initial Grant will vest with respect to 1/36 of such shares of common stock each month thereafter. Dr. Auwaerter will also enter into the Company’s standard form of indemnification agreement for directors.
Dr. Auwaerter does not have any relationship with the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K. Dr. Auwaerter will not initially be appointed to any committee of the Board.
Dr. Auwaerter is the Sherrilyn and Ken Fisher Professor of Medicine at the Johns Hopkins University School of Medicine, serving as the Clinical Director for the Division of Infectious Diseases and Director of the Sherrilyn and Ken Fisher Center for Environmental Infectious Diseases. Dr. Auwaerter serves as the Executive Director of the Johns Hopkins Point of Care-Information Technology (POC-IT) Center producing the Johns Hopkins ABX (Antibiotic), JH HIV, JH Osler, JH Psychiatry and JH Diabetes Guides. Dr. Auwaerter also serves as Editor-in-Chief of the ABX Guide. Dr. Auwaerter’s research and clinical interests include improving the diagnosis and care for patients with infectious diseases, specifically Lyme disease, respiratory infections, surgical infections, prosthetic joint infections, Epstein-Barr virus, and fever of unknown origin. He is a Past President of the Infectious Diseases Society of America (IDSA), the largest professional society worldwide related to infectious diseases. He currently serves as Chairman of the Infectious Diseases Society of America Foundation and is also on the Board of Directors of the American Lyme Disease Foundation. Dr. Auwaerter has been a member of the Board of Directors of the Baltimore Area Council of the Boy Scouts of America and has been awarded the national Distinguished Eagle Scout award. Dr. Auwaerter holds undergraduate and medical degrees from Columbia University and subsequent training in medicine and infectious diseases at Johns Hopkins, where he has been employed since 1988; he also trained in the virology and immunology laboratory of Dr. Diane Griffin.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
