Highbridge Capital Management, LLC reports beneficial ownership of 1,200,000 shares of Capricor Therapeutics common stock, representing 2.3% of the class. These shares are issuable upon exercise of warrants held by funds it advises.
The 2.3% figure is based on 51,716,975 shares outstanding as of December 5, 2025, after completion of the issuer’s offering and assuming warrant exercise. Highbridge states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Capricor Therapeutics.
Positive
None.
Negative
None.
FAQ
What ownership stake in Capricor Therapeutics (CAPR) does Highbridge report?
Highbridge Capital Management reports beneficial ownership of 1,200,000 Capricor Therapeutics common shares, representing 2.3% of the class. This percentage is calculated against 51,716,975 shares outstanding as of December 5, 2025, assuming exercise of the reported warrants.
Are Highbridge’s reported CAPR shares currently outstanding or tied to warrants?
The reported 1,200,000 Capricor Therapeutics shares are issuable upon exercise of warrants, not currently outstanding shares. These warrants are directly held by certain funds and accounts advised by Highbridge, which is reporting beneficial ownership on their behalf.
How did Highbridge calculate its 2.3% ownership in Capricor Therapeutics (CAPR)?
Highbridge’s 2.3% ownership is based on 51,716,975 Capricor Therapeutics common shares outstanding as of December 5, 2025. The calculation also assumes full exercise of the 1,200,000-share warrant position held by the Highbridge-advised funds.
Does Highbridge’s filing indicate an attempt to control Capricor Therapeutics (CAPR)?
Highbridge explicitly certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Capricor Therapeutics, nor in connection with any transaction having that control-related purpose or effect.
Who has the economic rights to the CAPR shares reported by Highbridge?
The economic rights to the reported Capricor Therapeutics shares reside with the Highbridge Funds. These funds have the right to receive dividends or sale proceeds, while Highbridge Capital Management reports beneficial ownership as the investment adviser to those funds and accounts.
Why does Highbridge note ownership of 5 percent or less of CAPR’s common stock?
The filing states ownership of 5 percent or less of Capricor Therapeutics’ common stock. With a 2.3% reported stake, this confirms Highbridge’s position is below major-holder thresholds typically associated with larger influence or control considerations.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Capricor Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
14070B309
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
14070B309
1
Names of Reporting Persons
Highbridge Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,200,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,200,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,200,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.3 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: The 1,200,000 shares of Common Stock (as defined in Item 2(a)) are issuable upon exercise of warrants reported herein.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Capricor Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
10865 Road to the Cure, Suite 150, San Diego, CA 92121
Item 2.
(a)
Name of person filing:
This statement is filed by Highbridge Capital Management, LLC ("Highbridge" or the "Reporting Person"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Highbridge Funds"), with respect to the shares of common stock, par value $0.001 per share ("Common Stock"), of Capricor Therapeutics, Inc., a Delaware corporation (the "Issuer"), issuable upon exercise of warrants directly held by the Highbridge Funds.
The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of the Reporting Person is 390 Madison Avenue, 28th Floor, New York, NY 10017.
(c)
Citizenship:
Highbridge is a Delaware limited liability company.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
14070B309
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 51,716,975 shares of Common Stock outstanding as of December 5, 2025, as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on December 5, 2025, after giving effect to the completion of the offering, as described therein, and assumes the exercise of the warrants held by the Highbridge Funds.
(b)
Percent of class:
2.3%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2(a). The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
