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 14, 2024
CAPRICOR THERAPEUTICS, INC.
(Exact name of Registrant as Specified in its Charter)
| | | ||
Delaware |
| 001-34058 |
| 88-0363465 |
(State or other jurisdiction | | (Commission | | (I.R.S. Employer |
| ||
10865 Road to the Cure, Suite 150, San Diego, California |
| 92121 |
(858) 727-1755
(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:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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:
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Title of Each Class |
| Trading Symbol(s) |
| Name of Each Exchange on Which |
Common Stock, par value $0.001 per share | CAPR | The Nasdaq Capital Market |
Item 5.03 | Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year. |
Amendment to Articles of Incorporation
As previously reported on Form 8-K, on May 14, 2024, at an annual meeting of stockholders of Capricor Therapeutics, Inc. (the “Company”), the stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 50,000,000 to 100,000,000. On May 15, 2024, the Company filed a Certificate of Amendment of Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware to effect the Amendment, effective as of May 15, 2024.
This description of the Amendment is a summary and is qualified by the complete text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
3.1 | Certificate of Amendment of Certificate of Incorporation of Capricor Therapeutics, Inc. | |
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104 | | Cover Page Interactive Data File (formatted as inline XBRL). |
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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.
CAPRICOR THERAPEUTICS, INC. | ||
Date: May 15, 2024 | By: | /s/ Linda Marbán, Ph.D. |
Linda Marbán, Ph.D. | ||
Chief Executive Officer | ||
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