Capricor Therapeutics Inc美股招股说明书(2025-12-04版)

We are offeringshares of our common stock pursuant to this prospectus supplement and theaccompanying prospectus. Our common stock is listed on The Nasdaq Capital Market under the symbol “CAPR.” The last reportedsale price of our common stock on December 3, 2025, was $29.96 per share. We are a “smaller reporting company” as defined under the federal securities laws and, as such, have electedto comply with certain reduced public company reporting requirements. Investing in our securities involves a high degree of risk. Please read the “Risk Factors” beginning on PageS-10of this prospectus supplement and found in the documents incorporated by reference in this prospectussupplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock offered hereby on or about , 2025. Piper SandlerThe information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by theSecurities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting an offerto buy these securities in any jurisdiction where the offer or sale is not permitted. Oppenheimer & Co. , 2025 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statement on FormS-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf” registrationprocess. This document is in two parts. The first part is this prospectus supplement, which describes thespecific terms of this offering and also adds to and updates information contained in the accompanyingprospectus and the documents incorporated by reference herein or therein. The second part, theaccompanying prospectus, provides more general information. Generally, when we refer to this prospectus,we are referring to both parts of this document combined. To the extent there is a conflict between theinformation contained in this prospectus supplement and the information contained in the accompanying We further note that the representations, warranties and covenants made by us in any agreement that is filedas an exhibit to any document that is incorporated by reference herein or in the accompanying prospectuswere made solely for the benefit of the parties to such agreement, including, in some cases, for the purposeof allocating risk among the parties to such agreement, and should not be deemed to be a representation, You should rely only on the information contained in or incorporated by reference in this prospectussupplement, the accompanying prospectus and in any free writing prospectus we have authorized for use inconnection with this offering. We have not, and the underwriters have not, authorized anyone to provide anyinformation other than that contained or incorporated by reference in this prospectus supplement, in theaccompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we We are not, and the underwriters are not, making an offer to sell, or a solicitation of an offer to purchase, thesecurities offered by this prospectus supplement and the accompanying prospectus in any jurisdiction or toor from any person to whom or from whom it would be unlawful to make such offer or solicitation of anoffer in such jurisdiction. You should assume that the information appearing in this prospectus supplement,the accompanying prospectus, the documents incorporated by reference in this prospectus supplement andthe accompanying prospectus, and in any free writing prospectus prepared by or on behalf of us that wehave authorized for use in connection with this offering is accurate only as of the dates of those respectivedocuments. Our business, financial condition, results of operations and prospects may have changed since Other than in the United States, no action has been taken by us or the underwriters that would permit apublic offering of the securities offered by this prospectus supplement and the accompanying prospectus inany jurisdiction where action for that purpose is required. The securities offered by this prospectussupplement and the accompanying prospectus may not be offered or sold, directly or indirectly, nor may thisprospectus supplement, the accompanying prospectus or any other offering material or advertisements inconnection with the offer and sale of any such securities be distributed or published in any jurisdiction, Unless the context requires otherwise or unless otherwise noted, all references to “Capricor” are to Capricor,Inc., a Delaware