Capricor Therapeutics Inc 2024年度报告

Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90days.þYes◻No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was requiredto submit such files).YesþNo◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.◻ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).☐YesþNo The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June30, 2024 was approximately$140,049,986, based on the last reported sale of the registrant’s common stock on The Nasdaq Capital Market on June28, 2024 of $4.77 per share. As of March 24, 2025, there were45,676,202shares of the registrant’s common stock, par value $0.001 per share, issued and outstanding. TABLE OF CONTENTS PagePartI2Item1.Business2Item1A.Risk Factors28Item1B.Unresolved Staff Comments71Item1C.Cybersecurity71Item2.Properties72Item3.Legal Proceedings72Item 4Mine Safety Disclosures72PartII73Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities73Item6.Reserved73Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations74Item7A.Quantitative and Qualitative Disclosures About Market Risk87Item8.Financial Statements and Supplementary Data88Item9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure114Item9A.Controls and Procedures114Item9B.Other Information115Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections115PartIII116Item10.Directors, Executive Officers and Corporate Governance116Item11.Executive Compensation121Item12.Security Ownership of Certain Beneficial Owners and Management127Item13.Certain Relationships and Related Transactions, and Director Independence131Item14.Principal Accountant Fees and Services133PartIV134Item15.Exhibits and Financial Statement Schedules134Item16.Form10-K Summary139SIGNATURES140 INDEX OF EXHIBITS FILED WITH THIS REPORT References to “the Company,” “Capricor Therapeutics,” “we,” “us” or “our” in this AnnualReporton Form 10-K refer to Capricor Therapeutics,Inc.,a Delaware corporation,and itssubsidiaries, unless the context indicates otherwise. References to “Capricor” in this Annual Reporton Form10-K refer to our wholly owned subsidiary, Capricor,Inc., unless the context indicatesotherwise. FORWARD-LOOKING STATEMENTS This Annual Report on Form10-K contains “forward-looking statements” within themeaning of Section27A of the Securities Act of 1933, or the Securities Act, and Section21E of theSecurities Exchange Act of 1934, or the Exchange Act. The forward-looking statements are onlypredictionsand provide our current expectations or forecasts of future events and financialperformance and may be identified by the use of forward-looking terminology, including the terms“believes,” “estimates,” “anticipates,” “expects,” “plans,”“potential,” “projects,” “intends,”“may,” “will” or “should” or, in each case, their negative, or other variations or comparableterminology, though the absence of these words does not necessarily mean that a statement i