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SEC Comment Letter for CAPRICOR THERAPEUTICS, INC. (CAPR) (CIK 0001133869) (CAPR) — Jun 24, 2016

CAPRICOR THERAPEUTICS, INC. (CAPR) (CIK 0001133869)
Date: June 24, 2016 · CIK: 0001133869 · Accession: 0000000000-16-081943

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File numbers found in text: 333-212017

Date
June 24, 2016
Author
/s/ Mary Beth Breslin for
Form
UPLOAD
Company
CAPRICOR THERAPEUTICS, INC. (CAPR) (CIK 0001133869)

Letter

Mail Stop 4720 June 24, 2016 Karen G. Krasney, Esq. Executive Vice President and General Counsel Capricor Therapeutics, Inc. 8840 Wilshire Blvd., 2nd Floor Beverly Hills, CA 90211

Re: Capricor Therapeutics, Inc. Registration Statement on Form S-3 Filed June 1 4, 2016 File No. 333-212017

Dear Ms. Krasney :

This is to advise you that we have not reviewed and will not review your registration statement .

We urge all persons who are 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 1933 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.

In the event you request acceleration of the effective date of the pending registrati on 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 wit h 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 th e filing; and

 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 4 61 regarding requests for acceleration. We will consider a written request for acceleration of the effective date of the registration statement as confirmation

Karen G. Krasney, Esq. Capricor Therapeutics, Inc. June 24, 2016 Page 2

of the fact that those requesting acceleration are aware of their respective responsibilities u nder the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities.

Please contact Michael Gershon at (202) 551 -6598 or Mary Beth Breslin at (202) 551 - 3625 with any quest ions.

Sincerely,
/s/ Mary Beth Breslin for

Show Raw Text
Mail Stop 4720
June 24, 2016

Karen G. Krasney, Esq.
Executive Vice President and General Counsel
Capricor Therapeutics, Inc.
8840 Wilshire Blvd., 2nd Floor
Beverly Hills, CA 90211

Re: Capricor Therapeutics,  Inc.
  Registration Statement on Form S-3
Filed June 1 4, 2016
  File No. 333-212017

Dear Ms. Krasney :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are 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 1933 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.

In the event you request acceleration of the effective date of the pending registrati on
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 wit h 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 th e filing; and

 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 4 61 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Karen G. Krasney, Esq.
Capricor Therapeutics, Inc.
June 24, 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities.

 Please  contact Michael Gershon at (202) 551 -6598  or Mary Beth Breslin at (202) 551 -
3625 with any quest ions.

Sincerely,

 /s/ Mary Beth Breslin for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Robert R. Carlson , Esq.