RA Capital Healthcare Fund, L.P., advised by RA Capital Management, L.P., reports beneficial ownership of 3,014,183 shares of Capricor Therapeutics, Inc. common stock. This represents 5.2% of the outstanding shares, based on 57,911,893 shares outstanding as of May 11, 2026.
RA Capital has been delegated sole power to vote and dispose of the Fund’s Capricor shares, but the Fund disclaims beneficial ownership because it has divested voting and investment power and cannot revoke this delegation on less than 61 days’ notice. RA Capital, Peter Kolchinsky, and Rajeev Shah may be deemed beneficial owners for Section 13(d) purposes, but each disclaims beneficial ownership except for determining reporting obligations.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:3,014,183 sharesOwnership percentage:5.2%Shares outstanding:57,911,893 shares+1 more
4 metrics
Shares beneficially owned3,014,183 sharesCapricor common stock held by RA Capital Healthcare Fund, L.P.
Ownership percentage5.2%Percentage of Capricor common stock beneficially owned by each reporting person
Shares outstanding57,911,893 sharesCapricor common stock outstanding as of May 11, 2026 per Form 10-Q
Delegation notice period61 daysMinimum notice for the Fund to revoke delegation of voting and investment power
Key Terms
beneficial owner, sole voting power, shared dispositive power, Section 13(d) of the Act
4 terms
beneficial ownerregulatory
"may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
sole voting powerregulatory
"Row 5 of each Reporting Person's cover page sets forth the sole power to vote"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
shared dispositive powerregulatory
"Row 8 of each Reporting Person's cover page sets forth the shared power to dispose"
Section 13(d) of the Actregulatory
"for purposes of Section 13(d) of the Act, of any securities of the Issuer"
How many Capricor Therapeutics (CAPR) shares does RA Capital report owning?
RA Capital’s reporting group indicates 3,014,183 shares of Capricor Therapeutics common stock are held through RA Capital Healthcare Fund, L.P. RA Capital has delegated authority to vote and dispose of these shares under its investment advisory role.
What percentage of Capricor Therapeutics (CAPR) does RA Capital beneficially own?
The reporting persons state beneficial ownership of 5.2% of Capricor Therapeutics’ common stock. This is calculated using 57,911,893 shares outstanding as of May 11, 2026, as disclosed in Capricor’s Form 10-Q filed on May 13, 2026.
Who are the reporting persons in the Capricor (CAPR) Schedule 13G filing?
The reporting persons are RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., and individuals Peter Kolchinsky and Rajeev Shah. They collectively report on Capricor holdings but expressly disclaim forming a group for broader ownership purposes.
Who has voting and dispositive power over RA Capital’s Capricor (CAPR) shares?
The filing explains that RA Capital has been delegated the sole power to vote and dispose of all Capricor shares held by the Fund. The Fund has divested these powers and cannot revoke the delegation on less than 61 days’ notice.
How was the ownership percentage in Capricor (CAPR) calculated in this Schedule 13G?
The 5.2% ownership is based on 57,911,893 common shares of Capricor outstanding as of May 11, 2026. That outstanding share figure comes from Capricor’s Quarterly Report on Form 10-Q filed with the SEC on May 13, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Capricor Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
14070B309
(CUSIP Number)
07/27/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
14070B309
1
Names of Reporting Persons
RA Capital Management, L.P.
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
0.00
6
Shared Voting Power
3,014,183.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,014,183.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,014,183.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
14070B309
1
Names of Reporting Persons
Peter Kolchinsky
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,014,183.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,014,183.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,014,183.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
14070B309
1
Names of Reporting Persons
Rajeev Shah
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,014,183.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,014,183.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,014,183.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
14070B309
1
Names of Reporting Persons
RA Capital Healthcare Fund, L.P.
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
0.00
6
Shared Voting Power
3,014,183.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,014,183.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,014,183.00
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)
5.2 %
12
Type of Reporting Person (See Instructions)
PN
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:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky ("Dr. Kolchinsky")
Rajeev Shah ("Mr. Shah")
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP Number(s):
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:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Fund directly holds 3,014,183 shares of the Issuer's common stock.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's common stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference. Such percentage is based upon 57,911,893 shares of common stock outstanding as of May 11, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 13, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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 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.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
08/03/2026
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
08/03/2026
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
08/03/2026
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
