What changed in this filing

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Item 9A. Controls and Procedures

2021-03-15 compared with 2020-03-27 · 51 added, 45 removed, 222 unchanged (30% of the section changed)

4 unchanged sentences

under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods

specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including

our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that controls and procedures, no matter

how well designed and operated, cannot provide absolute assurance of achieving the desired control objectives.

As required by Rule

13a-15(b), under the Securities Exchange Act of 1934, as amended, we carried out an evaluation, under the supervision and with

the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the

design and operation of our disclosure controls and procedures as of the end of the period covered by this report.

foregoing, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2019, our disclosure controls

and procedures were effective at the reasonable assurance level.

specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management,

including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required

In designing and evaluating the disclosure controls and procedures, management recognizes that controls and procedures,

no matter how well designed and operated, cannot provide absolute assurance of achieving the desired control objectives.

As required by Rule 13a-15(b),

under the Securities Exchange Act of 1934, as amended, we carried out an evaluation, under the supervision and with the participation

of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation

of our disclosure controls and procedures as of the end of the period covered by this report.

Based on the foregoing, our Chief

Executive Officer and Chief Financial Officer concluded that as of December 31, 2020, our disclosure controls and procedures

were effective at the reasonable assurance level.

Management’s Report on Internal

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Management assessed

the effectiveness of our internal control over financial reporting as of December 31, 2019 based on the framework set forth by

the Committee of Sponsoring Organizations of the Treadway Commissions in Internal Control-Integrated Framework.

Based on that assessment,

management has concluded that our internal control over financial reporting was effective as of December 31, 2019.

the effectiveness of our internal control over financial reporting as of December 31, 2020 based on the framework set forth

by the Committee of Sponsoring Organizations of the Treadway Commissions in Internal Control-Integrated Framework.

Based on that

assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2020.

This Annual Report

on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules

of the SEC that permit smaller reporting companies to provide only management’s report in this Annual Report on Form 10-K.

on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over

financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant

to rules of the SEC that permit smaller reporting companies to provide only management’s report in this Annual Report

on Form 10-K.

Changes in Internal Controls over Financial Reporting

There have been no

changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange

Act of 1934, as amended) during the fiscal year ended December 31, 2019 that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the

Securities Exchange Act of 1934, as amended) during the fiscal year ended December 31, 2020 that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

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“Information Regarding Executive Officers”

and “Section 16(a) Beneficial Ownership

Reporting Compliance”

in our Definitive Proxy Statement for our 2020 Annual Meeting of Stockholders, or our 2020 Proxy Statement,

to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2019, and is incorporated herein by

and “Section 16(a) Beneficial

Ownership Reporting Compliance”

in our Definitive Proxy Statement for our 2021 Annual Meeting of Stockholders, or our 2021

Proxy Statement, to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020, and is

incorporated herein by reference.

EXECUTIVE COMPENSATION.

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and is incorporated herein by reference.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

information required by this item will be set forth in the sections entitled “Certain Relationships and Related Party Transactions”

29 unchanged sentences

Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2007).

Certificate of Amendment of the Bylaws of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Commission on August 25, 2020).

Description of the Company’s Common Stock, par value $0.001 per share.*

5 unchanged sentences

1 to Registration Statement on Form S-1/A, filed with the Commission on December 13, 2019).

Form of Common Stock Purchase Warrant #1 (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 15, 2020).

Form of Common Stock Purchase Warrant #2 (incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 15, 2020).

Consulting Agreement between Capricor, Inc.

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and The Bubble Real Estate Company, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on August 14, 2015).

10.22 Sublease Agreement, dated May 1, 2012, between Capricor, Inc.

and Frank Litvack (incorporated by reference to Exhibit 10.43 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 31, 2014).

10.23 Sublease Agreement, dated April 1, 2013, between Capricor, Inc.

and Reprise Technologies, LLC (incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K, filed with the Commission on March 31, 2014).

Exclusive License Agreement, dated May 5, 2014 between Capricor, Inc.

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Wainwright & Co., LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on July 22, 2019).

10.49 Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Amendment No.

1 to Registration Statement on Form S-1/A, filed with the Commission on December 13, 2019).

10.50 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed with the Commission on December 18, 2019).

Letter Agreement dated March 25, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on March 26, 2020).

Capricor Therapeutics, Inc.

2020 Equity Incentive Plan (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement on Form S-8, filed with the Commission on June 17, 2020).

Form of Stock Option Agreement for Capricor Therapeutics, Inc.

2020 Equity Incentive Plan (incorporated by reference to Exhibit 4.10 to the Company’s Registration Statement on Form S-8, filed with the Commission on June 17, 2020).

Seventh Amendment to Exclusive License Agreement, dated as of August 20, 2020, by and between Capricor, Inc.

and Cedars-Sinai Medical Center (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on November 11, 2020).+

List of Subsidiaries.

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or arrangement.

+ The Company has requested and/or received confidential treatment

with respect to certain portions of this exhibit.

Omitted portions have been filed separately with the SEC.

+ Portions of the exhibit have been excluded because it both

(i) is not material and (ii) would be competitively harmful if publicly disclosed.

Form 10-K Summary

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on

its behalf by the undersigned, thereunto duly authorized, on March 26, 2020.

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized, on March 15, 2021.

CAPRICOR THERAPEUTICS, INC.

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KNOW ALL MEN BY THESE

PRESENTS, that we, the undersigned officers and directors of Capricor Therapeutics, Inc., hereby severally constitute Linda Marbán,

PRESENTS, that we, the undersigned officers and directors of Capricor Therapeutics, Inc., hereby severally constitute Linda

Marbán, Ph.D.

and Anthony J.

Bergmann and each of them singly, our true and lawful attorneys with full power to them, and each of them

singly, to sign for us and in our names in the capacities indicated below, any and all amendments to said Annual Report on Form

10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Capricor Therapeutics,

Bergmann and each of them singly, our true and lawful attorneys with full power to them, and

each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to said Annual Report

on Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Capricor

Therapeutics, Inc.

to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the U.S.

Securities and Exchange

Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to any

and all amendments hereto.

Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys,

or any of them, to any and all amendments hereto.

Pursuant to the requirements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures