Capricor Therapeutics Inc 2025年度报告

To Be Held on June 4, 2026 Dear Stockholders of Capricor Therapeutics, Inc.: You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of CapricorTherapeutics, Inc., a Delaware corporation (the “Company”), which will be held on June 4, 2026 at 10:00 a.m. (PDT), orany adjournment or postponement thereof. The Annual Meeting will be held at the Company’s principal executive officelocated at 10865 Road to the Cure, Suite 150, San Diego, California 92121. The Annual Meeting will be held for the following purposes, which are more fully described in the accompanying proxystatement: 1.To elect the eight (8) nominees named in this proxy statement to the Company’s board of directors to serve for a one-year term expiring at our 2027 Annual Meeting of Stockholders;2.To ratify the appointment of Rose, Snyder & Jacobs LLP as the Company’s independent registered public accountingfirm 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;5.To consider and act upon approval of an amendment to the Certificate of Incorporation regarding officer exculpation;and6.To transact such other business as may properly come before the Annual Meeting or any adjournment or postponementthereof. The Company’s board of directors has set the Record Date (as defined below) as April 6, 2026. Only stockholders thatowned Capricor Therapeutics, Inc. common stock at the close of business on that day are entitled to notice of and mayvote at the Annual Meeting or any adjournments or postponements thereof. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 4,2026:The proxy statement and the enclosed proxy card are available athttps://www.capricor.com/investors/sec-filingsUnder rules issued by the Securities and Exchange Commission, we are providing access to our proxy materials both bysending you this full set of proxy materials and by notifying you of the availability of our proxy materials on the Internet. You may vote your shares at the Annual Meeting only if you are present in person or if you are represented by proxy. Allstockholders are invited to attend the Annual Meeting in person. Whether or not you plan to attend the Annual Meeting inperson, please complete, date and sign the enclosed proxy and return it in the enclosed envelope as promptly as possible.We urge you to carefully read this entire Proxy Statement, including the documents that we refer to in this Proxy Statement.If you attend the Annual Meeting, you may withdraw the proxy and vote in person. If you have any questions regardingthe completion of the enclosed proxy or would like directions to the Annual Meeting, please call (858) 727-1755. We hope that you will be able to participate in the Annual Meeting. Thank you for your continued support. By Order of the Board of Directors, CAPRICOR THERAPEUTICS, INC. /s/ Linda Marbán, Ph.D.Linda Marbán, Ph.D.Chief Executive Officer and a Director San Diego, CaliforniaApril 10, 2026 TABLE OF CONTENTS COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING5INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE10PROPOSAL 1 – ELECTION OF DIRECTORS11INFORMATION REGARDING EXECUTIVE OFFICERS23EXECUTIVE COMPENSATION24NON-EMPLOYEE DIRECTOR COMPENSATION32CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS33PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM36AUDIT COMMITTEE REPORT38PROPOSAL 3 – ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS39PROPOSAL 4 – ADVISORY VOTE ON THE FREQUENCY OF FUTURE NON-BINDING ADVISORYVOTES ON THE RESOLUTION APPROVING NAMED EXECUTIVE OFFICER COMPENSATION40PROPOSAL 5 – CERTIFICATE OF INCORPORATION AMENDMENT REGARDING OFFICEREXCULPATION41STOCK OWNERSHIP INFORMATION43OTHER INFORMATION46 (This page has been left blank intentionally.) PROXY STATEMENTFOR THE 2026 ANNUAL MEETING OF THE STOCKHOLDERSTO BE HELD ON JUNE 4, 2026 COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING Why am I receiving these materials? Wehave sent you these proxy materials because the board of directors(the“Board”)of CapricorTherapeutics, Inc. (sometimes referred to as “we”, “us”, or the “Company”) is soliciting your proxy to vote at the 2026Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the AnnualMeeting. You are invited to attend the Annual Meeting in person to vote on the proposals described in this proxy statement. We intend to mail the proxy solicitation materials, combined with the Annual Report on Form 10-K for our fiscalyear ended December 31, 2025, including financial statements, to stockholders on or about April 16, 2026. How do I attend the Annual Meeting? The Annual Meeting will be h