Capricor Therapeutics Inc 2026年季度报告

☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934for the quarterly period ended March 31, 2026 or ☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934for the transition period fromto Commission File Number: 001-34058 CAPRICOR THERAPEUTICS,INC. (Exact Name Of Registrant As Specified In Its Charter) Delaware(State or other jurisdiction ofincorporation or organization) 10865 Road to the Cure, Suite 150, San Diego, California 92121(Address of principal executive offices including zip code) (858) 727-1755(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b)of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock, par value $0.001 per shareCAPRThe Nasdaq Global Select Market Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant wasrequired to file such reports), and (2)has been subject to such filing requirements for the past 90days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for suchshorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Largeacceleratedfiler☐Non-acceleratedfiler☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of theExchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).☐Yes☒No As of May 11, 2026, there were 57,911,893 shares of the registrant’s common stock, par value $0.001 per share,issued and outstanding. INDEX TO QUARTERLY REPORT ON FORM10-Q Item 1. Financial Statements5Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31,20255Condensed Consolidated Statements of Operations and Comprehensive Loss for theThree Months Ended March 31, 2026 and 20256Condensed Consolidated Statements of Changes in Stockholders’ Equity for theThree Months Ended March 31, 2026 and 20257Condensed Consolidated Statements of Cash Flows for the Three Months EndedMarch 31, 2026 and 20258Notes to Unaudited Condensed Consolidated Financial Statements9Item 2. Management’s Discussion and Analysis of Financial Condition and Results ofOperations30Item 3. Quantitative and Qualitative Disclosures about Market Risk42Item 4. Controls and Procedures43 PART II. OTHER INFORMATIONItem 1. Legal Proceedings44Item 1A. Risk Factors44Item 2. Unregistered Sales of Equity Securities and Use of Proceeds48Item 3. Defaults Upon Senior Securities48Item 4. Mine Safety Disclosures48Item 5. Other Information49Item 6. Exhibits49Signatures50 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form10-Q contains forward-looking statements within the meaning ofSection27A of the Securities Act of 1933, as amended, and Section21E of the Securities Exchange Act of1934,as amended,which statements involve substantial risks and uncertainties.Forward-lookingstatements generally relate to future events or our future financial or operating performance. In some cases,you can identify forward-looking statements because they contain words such as “may,” “will,” “should,”“expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,”“estimates,” “predicts,” “potential,” or “continue” or the negative of these words or other similar terms orexpressions that concern our expectations, strategy, plans or intentions. Forward-looking statementscontained in this Quarterly Report on Form10-Q include, but are not limited to, statements about: ●regulatory developments involving products and our facilities, including the results of theU.S. Food and Drug Administration’s review of our lead product candidate, Deramiocel (alsoreferred to as CAP-1002);●the potential outcome of our litigation against Nippon Shinyaku Co.,Ltd(“NipponShinyaku”) and NS Pharma, Inc. (collectively, “NS”) with respect to the distribution ofDeramiocel;●our ability to market and sell any of our products, including our ability to market and sellDeramiocel if we are granted the ability to market and sell Deramiocel ourselves or throughdistribution channels in the United St