CAPRICOR THERAPEUTICS, INC.

Current report (Form 8-K) · Jun 8, 2026 · Item 5.07

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Jun 8, 2026

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capr-20260604x8k.htm

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8-K · capr-20260604x8k.htm iXBRL 0001133869 2026-06-04 2026-06-04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 4, 2026 CAPRICOR THERAPEUTICS, INC. (Exact name of Registrant as Specified in its Charter) Delaware 001-34058 88-0363465 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 10865 Road to the Cure, Suite 150 , San Diego , California (Address of principal executive offices) 92121 (Zip Code) ( 858 ) 727-1755 (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 Registered Common Stock, par value $0.001 per share CAPR The Nasdaq Global Select Market Item 5.07 Submission of Matters of a Vote of Security Holders. The Annual Meeting was held on June 4, 2026 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 five 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 10, 2026. 1. The election of eight nominees to the Company’s Board of Directors to serve until the 2027 annual meeting of stockholders. The nominees for election were Frank Litvack, M.D., Linda Marbán, Ph.D., David B. Musket, George W. Dunbar, 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, 2026; 3. To approve, by non-binding advisory vote, the resolution approving named executive officer compensation; 4. To approve a non-binding resolution on the frequency of future votes on our named executive officer compensation; and 5. To approve an amendment to the Certificate of Incorporation regarding officer exculpation. 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 43,823,881 shares of the 57,840,102 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., 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 2027 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. 21,114,485 9,678,907 13,030,489 Linda Marbán, Ph.D. 25,482,880 5,310,512 13,030,489 David B. Musket 24,952,805 5,840,587 13,030,489 George W. Dunbar, Jr. 24,998,101 5,795,291 13,030,489 Karimah Es Sabar 24,428,575 6,364,817 13,030,489 Paul Auwaerter, M.D. 25,110,352 5,683,040 13,030,489 Philip Gotwals, Ph.D. 25,480,357 5,313,035 13,030,489 Michael Kelliher 25,378,932 5,414,460 13,030,489 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, 2026 was ratified as follows: FOR AGAINST ABSTAIN 43,057,620 562,751 203,510 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 24,336,434 6,244,316 212,642 13,030,489 4. The preferred frequency, on a non-binding resolution basis, of future non-binding resolution votes to approve the compensation of the Company’s named executive offices was “1 Year” as follows: ONE YEAR TWO YEARS THREE YEARS ABSTAIN BROKER NON-VOTES 29,774,194 418,808 189,009 411,381 13,030,489 2 5. The Company’s stockholders did not approve an amendment to the Certificate of Incorporation regarding officer exculpation. The votes were cast as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 23,472,207 6,433,198 887,987 13,030,489 3 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: June 8, 2026 By: /s/ Linda Marbán, Ph.D. Linda Marbán, Ph.D. Chief Executive Officer 4

Document text

8-K · capr-20260604x8k.htm iXBRL

0001133869 2026-06-04 2026-06-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

June 4, 2026

CAPRICOR THERAPEUTICS, INC.
(Exact name of Registrant as Specified in its Charter)

Delaware
001-34058
88-0363465

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

10865 Road to the Cure, Suite 150 , San Diego , California
(Address of principal executive offices)
92121
(Zip Code)

( 858 ) 727-1755
(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
Registered

Common Stock, par value $0.001 per share
CAPR
The Nasdaq Global Select Market

Item 5.07 Submission of Matters of a Vote of Security Holders.

The Annual Meeting was held on June 4, 2026 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 five 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 10, 2026.

1. The election of eight nominees to the Company’s Board of Directors to serve until the 2027 annual meeting of stockholders. The nominees for election were Frank Litvack, M.D., Linda Marbán, Ph.D., David B. Musket, George W. Dunbar, 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, 2026;

3. To approve, by non-binding advisory vote, the resolution approving named executive officer compensation;

4. To approve a non-binding resolution on the frequency of future votes on our named executive officer compensation; and

5. To approve an amendment to the Certificate of Incorporation regarding officer exculpation.

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 43,823,881 shares of the 57,840,102 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., 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 2027 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.
21,114,485
9,678,907
13,030,489

Linda Marbán, Ph.D.
25,482,880
5,310,512
13,030,489

David B. Musket
24,952,805
5,840,587
13,030,489

George W. Dunbar, Jr.
24,998,101
5,795,291
13,030,489

Karimah Es Sabar
24,428,575
6,364,817
13,030,489

Paul Auwaerter, M.D.
25,110,352
5,683,040
13,030,489

Philip Gotwals, Ph.D.
25,480,357
5,313,035
13,030,489

Michael Kelliher
25,378,932
5,414,460
13,030,489

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, 2026 was ratified as follows:

FOR
AGAINST
ABSTAIN

43,057,620
562,751
203,510

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

24,336,434
6,244,316
212,642
13,030,489

4. The preferred frequency, on a non-binding resolution basis, of future non-binding resolution votes to approve the compensation of the Company’s named executive offices was “1 Year” as follows:

ONE YEAR
TWO YEARS
THREE YEARS
ABSTAIN
BROKER NON-VOTES

29,774,194
418,808
189,009
411,381
13,030,489

5. The Company’s stockholders did not approve an amendment to the Certificate of Incorporation regarding officer exculpation. The votes were cast as follows:

FOR
AGAINST
ABSTAIN
BROKER NON-VOTES

23,472,207
6,433,198
887,987
13,030,489

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: June 8, 2026
By:
/s/ Linda Marbán, Ph.D.

Linda Marbán, Ph.D.

Chief Executive Officer

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