Capricor Therapeutics Announces Pricing of $150 Million Public Offering of Common Stock

Rhea-AI Summary

Capricor Therapeutics (NASDAQ: CAPR) priced an underwritten public offering of 6,000,000 common shares at $25.00 per share, with gross proceeds expected to be $150 million before fees. The company granted underwriters a 30-day option to purchase up to an additional 900,000 shares at the public offering price, less underwriting discounts and commissions.

The offering is expected to close on or about December 8, 2025, subject to customary closing conditions. Net proceeds are intended for continued product development, manufacturing, working capital and general corporate purposes. The securities are offered under an effective Form S-3 shelf registration declared effective September 23, 2025.

Positive

• Gross proceeds of $150 million from the offering
• Underwriters granted a 30-day option for up to 900,000 additional shares
• Proceeds earmarked for development and manufacturing of product candidates

Negative

• Potential shareholder dilution from 6,000,000 new shares
• Gross proceeds subject to reduction by underwriting discounts, commissions and offering expenses

Key Figures

Shares Offered 6,000,000 shares Underwritten public offering of common stock

Offering Price $25.00 per share Public offering price for new common shares

Underwriters’ Option 900,000 shares 30-day option to purchase additional shares

Gross Proceeds $150 million Expected gross proceeds before fees, excluding over-allotment

Q3 Net Loss $24.6 million Net loss in quarter ended Sept 30, 2025 (10-Q)

Liquid Resources $98.6 million Cash and marketable securities at Sept 30, 2025

ATM Facility Size $150 million At-the-market program established Sept 2025; no shares sold

Shelf Capacity $300,000,000 Maximum aggregate offering under S-3 shelf

Market Reality Check

$25.50 Last Close

Volume Volume 7,927,962 is 1.46x the 20-day average of 5,419,264, indicating elevated trading interest into the offering. normal

Technical Shares at $25.51 are trading above the 200-day moving average of $9.15 but sit 36.82% below the 52-week high.

Peers on Argus

While CAPR fell 14.87%, key biotech peers like CADL (+5.7%), ALEC (+8.04%) and LCTX (+4.82%) traded higher, pointing to a stock-specific reaction to the financing rather than a sector-wide move.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 04	Equity offering	Negative	-14.9%	Announced proposed underwritten public equity offering and 15% over-allotment.
Dec 03	Phase 3 results	Positive	+371.1%	Reported positive pivotal HOPE-3 data meeting primary and key secondary endpoints.
Nov 24	Platform data	Positive	-19.3%	Presented scalable exosome loading framework enabling larger clinical-scale batches.
Nov 10	Earnings update	Negative	-6.2%	Q3 2025 results with net loss and emphasis on need for additional capital.
Nov 03	Mechanism paper	Positive	-6.8%	Published Deramiocel potency assay and anti-fibrotic mechanism in peer-reviewed journal.

Pattern Detected

Recent CAPR news has seen strong alignment on major financings and pivotal clinical results, but more mixed, sometimes divergent reactions to scientific updates and publications.

Recent Company History

This announcement follows a series of material events for Capricor. On Dec 3, 2025, positive Phase 3 HOPE-3 results for Deramiocel drove a 371.07% move. The next day’s proposed offering on Dec 4 coincided with a -14.87% reaction. Earlier in Q4, the company reported Q3 results highlighting a net loss and need for capital, alongside exosome platform data and a Deramiocel mechanism paper. Today’s pricing of the public offering progresses the financing first outlined on Dec 4, 2025 under the existing S-3 shelf framework.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-09-10

$300,000,000 registered capacity

Capricor has an active Form S-3 shelf filed on Sept 10, 2025, authorizing up to $300,000,000 of securities and a separate equity distribution agreement for up to $150,000,000 of common stock. The current underwritten offering of common shares represents one use of this shelf capacity and adds to potential dilution risk alongside the unused ATM facility.

Market Pulse Summary

This announcement prices a $150 million underwritten offering of 6,000,000 shares at $25.00, with a 900,000-share over-allotment option, under Capricor’s Form S-3 shelf. It follows positive Phase 3 HOPE-3 results and a prior proposed offering notice on Dec 4, 2025. Recent filings highlight net losses and the need for additional capital. Investors may track execution of pivotal programs, cash burn trends, and any further use of the shelf or the unused $150 million ATM facility.

Key Terms

underwritten public offering financial

"announced the pricing of its underwritten public offering of 6,000,000 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

gross proceeds financial

"The gross proceeds from the offering are expected to be $150 million"

The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form S-3 regulatory

"effective shelf registration statement on Form S-3 (File No. 333-290179)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"A preliminary prospectus supplement relating to the offering was filed"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

book-running managers financial

"Piper Sandler and Oppenheimer & Co. are acting as the joint book-running managers"

Book-running managers are the main banks or financial firms that organize and oversee a company's sale of new stocks or bonds. They help set the price, decide how many to sell, and coordinate the process to make sure everything runs smoothly. Their role is important because they guide the company through the complex process of raising money from investors.

registration or qualification regulatory

"prior to the registration or qualification under the securities laws of any such state"

Registration or qualification is the process of officially confirming that an individual or entity meets certain standards or requirements to participate in a specific activity or industry. It acts like a formal sign-up, ensuring that participants are authorized and capable, which helps protect interests and maintain trust. For investors, it’s important because it indicates that the person or organization has necessary credentials, making their actions or offerings more reliable.

AI-generated analysis. Not financial advice.

SAN DIEGO, Dec. 05, 2025 (GLOBE NEWSWIRE) -- Capricor Therapeutics, Inc. (NASDAQ: CAPR), a biotechnology company developing transformative cell and exosome-based therapeutics, today announced the pricing of its underwritten public offering of 6,000,000 shares of common stock at a public offering price of $25.00 per share. Capricor also granted the underwriters a 30-day option to purchase up to an additional 900,000 shares of its common stock at the public offering price, less the underwriting discounts and commissions. The offering is expected to close on or about December 8, 2025, subject to the satisfaction of customary closing conditions.

The gross proceeds from the offering are expected to be $150 million, before deducting underwriting discounts and commissions and offering expenses payable by Capricor and assuming no exercise of the underwriters' option to purchase additional shares.

Piper Sandler and Oppenheimer & Co. are acting as the joint book-running managers for the public offering. H.C. Wainwright & Co. is acting as the co-manager for the public offering.

The Company intends to use the net proceeds from the offering for the continued development of its product candidates, manufacturing of its product candidates, working capital and general corporate purposes.

The securities are being offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-290179) that was originally filed with the Securities and Exchange Commission (“SEC”) on September 10, 2025 and declared effective on September 23, 2025. The offering is being made only by means of a prospectus and related prospectus supplement. A preliminary prospectus supplement relating to the offering was filed with the SEC on December 4, 2025. The final prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. When available, electronic copies of the prospectus supplement and the accompanying prospectus may also be obtained from Piper Sandler & Co. at 350 North 5th Street, Suite 1000, Minneapolis, MN 55401, Attention: Prospectus Department, by telephone at (800) 747-3924 or by email at prospectus@psc.com; and Oppenheimer & Co. Inc. at Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, by telephone at (212) 667-8055 or by email at EquityProspectus@opco.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Capricor Therapeutics

Capricor Therapeutics (NASDAQ: CAPR) is a biotechnology company dedicated to advancing transformative cell and exosome-based therapeutics to redefine the treatment landscape for rare diseases. At the forefront of our innovation is our lead product candidate, Deramiocel, an allogeneic cardiac-derived cell therapy that is currently in late-stage clinical development for the treatment of Duchenne muscular dystrophy (DMD). Extensive preclinical and clinical data have demonstrated Deramiocel’s potent immunomodulatory and anti-fibrotic effects in helping to preserve cardiac and skeletal muscle function in DMD. Capricor is also leveraging the power of its exosome technology, using its proprietary StealthX™ platform in preclinical development focused on vaccinology and the targeted delivery of oligonucleotides, proteins, and small-molecule therapeutics, with the potential to treat and prevent a wide range of diseases. At Capricor, we are committed to pushing the boundaries of possibility and forging a path toward transformative treatments for those in need.

Cautionary Note Regarding Forward-Looking Statements

Statements in this press release regarding the timing and completion of the public offering of common stock and the anticipated use of proceeds therefrom and any other statements about Capricor’s management team’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “could,” “anticipates,” “expects,” “estimates,” “should,” “target,” “will,” “would” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to, risks and uncertainties related to market conditions and the satisfaction of customary closing conditions related to the offering. There can be no assurance that Capricor will be able to complete the public offering on the anticipated terms, or at all. More information about these and other risks that may impact Capricor’s business is set forth in Capricor’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 26, 2025, and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, as filed with the Securities and Exchange Commission on November 10, 2025. All forward-looking statements in this press release are based on information available to Capricor as of the date hereof, and Capricor assumes no obligation to update these forward-looking statements.

Capricor has entered into an agreement for the exclusive commercialization and distribution of Deramiocel for DMD in the United States and Japan with Nippon Shinyaku Co., Ltd. (U.S. subsidiary: NS Pharma, Inc.), subject to regulatory approval. Deramiocel and the StealthX™ vaccine are investigational candidates and have not been approved for commercial use in any indication.

For more information, please contact:

Capricor Media Contact:
Raquel Cona
KCSA Strategic Communications
rcona@kcsa.com
212.896.1204

Capricor Company Contact:
AJ Bergmann, Chief Financial Officer
abergmann@capricor.com
858.727.1755

Source: Capricor Therapeutics

FAQ

How many shares did Capricor (CAPR) offer and at what price on December 5, 2025?

Capricor priced 6,000,000 shares at $25.00 per share on December 5, 2025.

What are the gross proceeds and expected closing date of the CAPR offering?

Gross proceeds are expected to be $150 million and the offering is expected to close on or about December 8, 2025.

Does Capricor (CAPR) allow underwriters to buy more shares in the offering?

Yes; underwriters have a 30-day option to purchase up to an additional 900,000 shares at the public offering price.

What will Capricor (CAPR) use the net proceeds from the $150M offering for?

The company intends to use net proceeds for continued development, manufacturing, working capital and general corporate purposes.

Under what registration was the CAPR offering made?

The offering is made under an effective Form S-3 shelf registration declared effective on September 23, 2025.