CAPRICOR THERAPEUTICS INC
For the period ended May 14, 2024. Filed Apr 1, 2024.
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May 14, 2024 · Filed Apr 1, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant⌧
Filed by a Party other than the Registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
|---|---|
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| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| x | Definitive Proxy Statement |
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| ¨ | Definitive Additional Materials |
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| ¨ | Soliciting Material Pursuant to §240.14a-12 |
Capricor Therapeutics, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| | |
|---|---|
| x | No fee required. |
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| ¨ | Fee paid previously with preliminary materials. |
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| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 14, 2024
Dear Stockholders of Capricor Therapeutics, Inc.:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Capricor Therapeutics, Inc., a Delaware corporation (the “Company”), which will be held on May 14, 2024 at 10:00 a.m. (PDT), or any adjournment or postponement thereof. The Annual Meeting will be held at the Company’s principal executive office located at 10865 Road to the Cure, Suite 150, San Diego, California 92121.
The Annual Meeting will be held for the following purposes, which are more fully described in the accompanying proxy statement:
| 1. | To elect the nine (9) nominees named in this proxy statement to the Company’s board of directors to serve for a one-year term expiring at our 2025 Annual Meeting of Stockholders; |
| 2. | To ratify the appointment of Rose, Snyder & Jacobs LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| 3. | To approve, by non-binding advisory vote, the resolution approving named executive officer compensation; |
| 4. | To approve an amendment in the form set forth on Annex A to this proxy statement (the “Charter Amendment”) to the Company’s Certificate of Incorporation, as amended from time to time (the “Certificate of Incorporation”) to increase the number of authorized shares of our common stock from 50,000,000 to 100,000,000; and |
| 5. | To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
The Company’s board of directors has set the Record Date (as defined below) as March 18, 2024. Only stockholders that owned Capricor Therapeutics, Inc. common stock at the close of business on that day are entitled to notice of and may vote at the Annual Meeting or any adjournments or postponements thereof.
rules issued by the Securities and Exchange Commission, we are providing access to our proxy materials both by sending you this full set of proxy materials and by notifying you of the availability of our proxy materials on the Internet.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 14, 2024:The proxy statement and the enclosed proxy card are available athttps://www.capricor.com/investors/sec-filingsUnder rules issued by the Securities and Exchange Commission, we are providing access to our proxy materials both by sending you this full set of proxy materials and by notifying you of the availability of our proxy materials on the Internet.
You may vote your shares at the Annual Meeting only if you are present in person or if you are represented by proxy. All stockholders are invited to attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting in person, please complete, date and sign the enclosed proxy and return it in the enclosed envelope as promptly as possible. We urge you to carefully read this entire Proxy Statement, including the documents that we refer to in this Proxy Statement. If you attend the Annual Meeting, you may withdraw the proxy and vote in person. If you have any questions regarding the completion of the enclosed proxy or would like directions to the Annual Meeting, please call (858) 727-1755.
We hope that you will be able to participate in the Annual Meeting. Thank you for your continued support.
By Order of the Board of Directors,
CAPRICOR THERAPEUTICS, INC.
/s/ Linda Marbán, Ph.D.
Linda Marbán, Ph.D.
Chief Executive Officer and a Director
San Diego, California
April 1, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.