SEC Comment Letter for CAPRICOR THERAPEUTICS, INC. (CAPR) (CIK 0001133869) (CAPR) — Oct 8, 2015
CAPRICOR THERAPEUTICS, INC. (CAPR) (CIK 0001133869)
Date: Oct. 8, 2015 · CIK: 0001133869 · Accession: 0000000000-15-049018
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File numbers found in text: 333-207149
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Mail Stop 4720
October 8 , 2015
Via E -mail
AJ Bergmann
Vice President of Finance
Capricor Therapeutics, Inc.
8840 Wilshire Blvd., 2nd Floor
Beverly Hills, California 90211
Re: Capricor Therapeutics, Inc.
Registration Statement on Form S -3
Filed September 28 , 2015
File No. 333-207149
Dear Mr. Bergmann:
We have limited our review of you r registration statement to the issue we have addressed
in our comment .
General
1. We note that you have a pending confidential treatment request. We will not be in a
position to accelerate the effectiveness of your registration statement until we have
completed processing your confidential treatment request.
We urge all persons who a re responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending regist ration statement please provide a written statement from the company
acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
AJ Bergmann
Capricor Therapeutics, Inc.
October 8 , 2015
Page 2
the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement. Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
Please contact Alla Berenshteyn at (202) 551 -4325, or Christian Windsor, Special
Counsel, at (202) 551 -3419 with any questions .
Sincerely,
/s/ Christian Windsor
For
Suzanne Hayes
Assistant Director
Office of Healthcare and Insuranc e
cc: Via E -mail
Rob R. Carlson
Paul Hastings LLP