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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Capricor Therapeutics Inc | NASDAQ:CAPR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.27 | -5.10% | 5.02 | 5.02 | 5.16 | 5.3487 | 5.03 | 5.25 | 218,595 | 22:56:15 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of Registrant as Specified in its Charter)
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(State or other jurisdiction | (Commission | (I.R.S. Employer |
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(
(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:
Title of Each Class |
| Trading Symbol(s) |
| Name of Each Exchange on Which |
The |
Item 5.07 | Submission of Matters of a Vote of Security Holders. |
Capricor Therapeutics, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2024 at the Company’s principal executive offices located at 10865 Road to the Cure, San Diego, California 92121. At the Annual Meeting, the Company’s stockholders were asked to vote upon the following four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2024.
1. | The election of nine nominees to the Company’s Board of Directors to serve until the 2025 annual meeting of stockholders. The nominees for election were Frank Litvack, M.D., Linda Marbán, Ph.D., David B. Musket, George W. Dunbar, Jr., Earl M. Collier, Jr., Karimah Es Sabar, Paul Auwaerter, M.D., Philip Gotwals Ph.D., and Michael Kelliher; |
2. | The ratification of the appointment by the Audit Committee of the Company’s Board of Directors of Rose, Snyder & Jacobs LLP as the Company’s independent registered 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; and |
4. | To approve an amendment to the Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 50,000,000 to 100,000,000. |
The final results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 21,324,236 shares of the 31,502,972 shares of the Company’s common stock entitled to vote, were as follows:
1. | Each of Frank Litvack, M.D., Linda Marbán, Ph.D., David B. Musket, George W. Dunbar, Jr., Earl M. Collier, Jr., Karimah Es Sabar, Paul Auwaerter, M.D., Philip Gotwals, Ph.D., and Michael Kelliher were elected as directors of the Company to serve until the 2025 annual meeting of stockholders, and until his or her successor is elected, or until his or her earlier death, resignation or removal, as follows: |
FOR | WITHHELD | BROKER NON-VOTES | |
Frank Litvack, M.D. | 9,221,797 | 2,225,887 | 9,876,552 |
Linda Marbán, Ph.D. | 9,543,312 | 1,904,372 | 9,876,552 |
David B. Musket | 9,222,894 | 2,224,790 | 9,876,552 |
George W. Dunbar, Jr. | 9,301,023 | 2,146,661 | 9,876,552 |
Earl M. Collier, Jr. | 9,296,217 | 2,151,467 | 9,876,552 |
Karimah Es Sabar | 8,600,320 | 2,847,364 | 9,876,552 |
Paul Auwaerter, M.D. | 10,772,995 | 674,689 | 9,876,552 |
Philip Gotwals, Ph.D. | 10,821,489 | 626,195 | 9,876,552 |
Michael Kelliher | 9,709,699 | 1,737,985 | 9,876,552 |
2. | The appointment by the Audit Committee of the Company’s Board of Directors of Rose, Snyder & Jacobs LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified as follows: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
20,314,729 | 463,083 | 546,424 | 0 |
3. | The compensation of the Company’s named executive officers was approved, on a non-binding advisory basis, as follows: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
9,175,548 | 1,990,308 | 281,828 | 9,876,552 |
4. | 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 was approved, as follows: |
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
12,309,941 | 8,729,024 | 285,271 | 0 |
2
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 |
3
Document and Entity Information |
May 14, 2024 |
---|---|
Document and Entity Information [Abstract] | |
Document Type | 8-K |
Document Period End Date | May 14, 2024 |
Entity File Number | 001-34058 |
Entity Registrant Name | CAPRICOR THERAPEUTICS, INC. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 88-0363465 |
Entity Address, Address Line One | 10865 Road to the Cure, Suite 150 |
Entity Address, City or Town | San Diego |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 92121 |
City Area Code | 858 |
Local Phone Number | 727-1755 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.001 per share |
Trading Symbol | CAPR |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001133869 |
Amendment Flag | false |
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