Capricor Therapeutics Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

Capricor Therapeutics (NASDAQ: CAPR) announced the commencement of a proposed underwritten public offering of its common stock on December 4, 2025. The company said it will grant underwriters a 30-day option to purchase additional shares equal to 15% of the aggregate shares sold.

The offering is subject to market conditions and may not be completed as proposed. Piper Sandler and Oppenheimer are joint book-running managers. Net proceeds are intended for product development, manufacturing, working capital and general corporate purposes. Securities will be offered under an effective Form S-3 (File No. 333-290179) declared effective on September 23, 2025.

Positive

• Net proceeds earmarked for product development and manufacturing
• Underwriters named: Piper Sandler and Oppenheimer

Negative

• Proposed offering may cause shareholder dilution
• No assurance the offering will be completed or on specified terms

Key Figures

Underwriter option period 30 days Duration of option granted to underwriters to buy additional shares

Underwriter option size 15% of base shares Additional common stock underwriters may purchase relative to offering size

Shelf form Form S-3 (File No. 333-290179) Effective shelf registration statement used for this offering

Shelf filing date September 10, 2025 Date S-3 shelf registration statement was originally filed with SEC

Shelf effective date September 23, 2025 Date the S-3 shelf registration statement was declared effective

Market Reality Check

$29.96 Last Close

Volume Volume 56,424,596 is 11.16x the 20-day average of 5,056,636, indicating exceptionally heavy trading ahead of the offering. high

Technical Shares at $29.96 are trading well above the 200-day moving average of $9.10 and 25.79% below the 52-week high of $40.37.

Peers on Argus

Key biotech peers such as CADL (+12.81%), OMER (+12.62%), FHTX (+2.78%) and LCTX (+5%) showed gains, but no peers appeared in the momentum scanner, suggesting CAPR’s extreme +371.07% pre-offering move was stock-specific.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 03	Phase 3 results	Positive	+371.1%	Pivotal HOPE-3 trial met primary and key secondary endpoints with significance.
Nov 24	Platform data	Positive	-19.3%	Presented scalable exosome loading framework and manufacturing data at AAEV 2025.
Nov 10	Earnings update	Negative	-6.2%	Q3 2025 results showed zero revenue and sizable net loss with ongoing cash burn.
Nov 03	Mechanism study	Positive	-6.8%	Peer‑reviewed Biomedicines paper detailed Deramiocel potency assay and anti‑fibrotic MOA.
Oct 31	Earnings preview	Neutral	+4.8%	Announcement of upcoming Q3 call and emphasis on late‑stage Deramiocel program.

Pattern Detected

Recent news has been dominated by Deramiocel progress and financing needs: the pivotal HOPE-3 data triggered a major rally, while earlier scientific and corporate updates often saw negative or muted price reactions.

Recent Company History

Over the last few months, Capricor’s trajectory has centered on Deramiocel and its financing position. On Dec 03, 2025 (news_id 943221), pivotal Phase 3 HOPE-3 data showed statistically significant efficacy and safety, driving a +371.07% move. Earlier in Q4, peer‑reviewed Deramiocel data and exosome‑platform updates (news_id 928051, 940160) were positive scientifically but coincided with price declines. The Nov 10, 2025 earnings/10‑Q and prior earnings call highlighted sizable losses and capital needs. Today’s offering follows this pattern of raising capital after value‑creating clinical milestones.

Regulatory & Risk Context

Short Interest

25.14%

0% 15% 30%+

high

Short interest at 25.14% of float with 8.51 days to cover indicates a crowded short position that can amplify volatility around financing and clinical milestones.

Active S-3 Shelf Registration 2025-09-10

$300,000,000 registered capacity

An effective S-3 shelf filed on Sep 10, 2025 allows Capricor to offer up to $300,000,000 of securities, plus up to $150,000,000 of common stock via an equity distribution agreement, providing flexibility to raise capital such as the proposed underwritten offering.

Market Pulse Summary

This announcement details a proposed underwritten offering under an effective Form S-3 shelf, with a 30-day option for underwriters to buy an additional 15% of the base shares. It follows pivotal HOPE-3 data and comes after filings that emphasized significant cash burn and capital needs, alongside an S-3 capacity of up to $300,000,000. Investors may focus on final deal terms, use of proceeds for Deramiocel and exosome programs, and the impact of high short interest at 25.14% of float.

Key Terms

underwritten public offering financial

"announced the commencement of a proposed underwritten public offering of 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.

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.

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

"The preliminary prospectus supplement relating to and describing the terms"

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.

registration or qualification regulatory

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

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. 04, 2025 (GLOBE NEWSWIRE) -- Capricor Therapeutics, Inc. (NASDAQ: CAPR), a biotechnology company developing transformative cell and exosome-based therapeutics, today announced the commencement of a proposed underwritten public offering of shares of its common stock. In addition, Capricor intends to grant the underwriters a 30-day option to purchase an additional number of shares of common stock equal to 15% of the aggregate number of shares of its common stock sold in the public offering. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Piper Sandler and Oppenheimer & Co. are acting as the joint book-running managers for the proposed public offering.

The Company intends to use the net proceeds from the proposed 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. The preliminary 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 proposed 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 proposed offering. There can be no assurance that we will be able to complete the proposed 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 Capricor’s 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

FAQ

What did Capricor Therapeutics (NASDAQ: CAPR) announce on December 4, 2025?

Capricor announced the commencement of a proposed underwritten public offering of its common stock and a 30-day underwriter option for an additional 15% of shares.

Who are the joint book-running managers for Capricor's proposed offering (CAPR)?

Piper Sandler and Oppenheimer are acting as the joint book-running managers for the proposed public offering.

What will Capricor use the net proceeds from the CAPR offering for?

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

Is the size or timing of the Capricor (CAPR) offering finalized?

No; the offering is subject to market and other conditions and there is no assurance as to whether or when it will be completed or as to final size or terms.

Under what registration is Capricor offering securities for the CAPR sale?

The securities are being offered pursuant to an effective Form S-3 registration (File No. 333-290179) declared effective on September 23, 2025.

How can investors obtain the Capricor prospectus supplement for the CAPR offering?

A preliminary prospectus supplement will be filed with the SEC and will be available on www.sec.gov; copies can also be requested from Piper Sandler or Oppenheimer as listed in the notice.