Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| CAPRICOR THERAPEUTICS, INC. |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 14070B309 |
| (CUSIP Number) |
| January 29, 2021 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Larry N. Feinberg |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
2,000,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
2,000,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.78% * |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
| * | This percentage is based on a total of 20,447,504 shares of common stock outstanding as of November 12, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020. |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Partners, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
1,482,414 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
1,482,414 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,482,414 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.25% * |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
| * | This percentage is based on a total of 20,447,504 shares of common stock outstanding as of November 12, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020. |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Institutional Partners, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
206,970 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
206,970 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
206,970 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.01% * |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
| * | This percentage is based on a total of 20,447,504 shares of common stock outstanding as of November 12, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020. |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Ten Fund, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
310,616 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
310,616 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
310,616 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.52% * |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
| * | This percentage is based on a total of 20,447,504 shares of common stock outstanding as of November 12, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020. |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Associates, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
2,000,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
2,000,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.78% * |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
| * | This percentage is based on a total of 20,447,504 shares of common stock outstanding as of November 12, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020. |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Investment Management, Inc. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
2,000,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
2,000,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.78%* |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
| * | This percentage is based on a total of 20,447,504 shares of common stock outstanding as of November 12, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020. |
| Item 1(a). | Name of Issuer: |
Capricor Therapeutics, Inc., a Delaware corporation (the “Issuer”).
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
8840 Wilshire Blvd., 2nd Floor, Beverly Hills, California 90211.
| Item 2(a). | Name of Filing Person: |
This statement is filed by:
| (i) | Oracle Partners, L.P., a Delaware limited partnership (“Partners”), with respect to the shares of the Issuer’s common stock, par value $0.001 per share (“Shares”), directly owned by it; |
| (ii) | Oracle Institutional Partners, L.P., a Delaware limited partnership (“Institutional Partners”), with respect to the Shares directly owned by it; |
| (iii) | Oracle Ten Fund, L.P., a Delaware limited partnership (“Ten Fund”), with respect to Shares directly owned by it; |
| (iv) | Oracle Associates, LLC, a Delaware limited liability company (“Oracle Associates”), which serves as the general partner of Partners, Institutional Partners and Ten Fund, and may be deemed to indirectly own, by virtue of the foregoing relationship, the Shares directly owned by Partners, Institutional Partners and Ten Fund; |
| (v) | Oracle Investment Management, Inc., a Delaware corporation (the “Investment Manager”), which serves as the investment manager of Partners, Institutional Partners, and Ten Fund, and may be deemed to indirectly own, by virtue of the foregoing relationship, the Shares directly owned by Partners, Institutional Partners, and Ten Fund; and |
| (vi) | Mr. Larry N. Feinberg (“Mr. Feinberg”), who serves as the managing member of Oracle Associates and as the sole shareholder, director and president of the Investment Manager, and may be deemed to indirectly own, by virtue of the foregoing relationships, the Shares directly owned by Partners, Institutional Partners, and Ten Fund. |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of the Reporting Persons is 262 Harbor Drive, 3rd Floor, Stamford, Connecticut 06902.
| Item 2(c). | Citizenship: |
Mr. Feinberg is a citizen of the United States of America. See Item 2(a) for the place of organization of the other Reporting Persons.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.001
| Item 2(e). | CUSIP Number: |
14070B309
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ Broker or dealer registered under Section 15 of the Act. |
| (b) | ¨ Bank as defined in section 3(a)(6) of the Act. |
| (c) | ¨ Insurance company as defined in section 3(a)(19) of the Act. |
| (d) | ¨ Investment company registered under section 8 of the Investment Company Act of 1940. |
| (e) | ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940. |
| (j) | ¨ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___ |
| Item 4. | Ownership: |
| A. | Larry N. Feinberg |
| (a) | Amount beneficially owned: 2,000,000 | |
| (b) | Percent of class: 9.78% | |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: 0 | |
| (ii) | Shared power to vote or direct the vote: 2,000,000 | |
| (iii) | Sole power to dispose or direct the disposition: 0 | |
| (iv) | Shared power to dispose or direct the disposition: 2,000,000 |
| B. | Oracle Partners, L.P. |
| (a) | Amount beneficially owned: 1,482,414 | |
| (b) | Percent of class: 7.25% | |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: 0 | |
| (ii) | Shared power to vote or direct the vote: 1,482,414 | |
| (iii) | Sole power to dispose or direct the disposition: 0 | |
| (iv) | Shared power to dispose or direct the disposition: 1,482,414 |
| C. | Oracle Institutional Partners, L.P. |
| (a) | Amount beneficially owned: 206,970 | |
| (b) | Percent of class: 1.01% | |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: 0 | |
| (ii) | Shared power to vote or direct the vote: 206,970 | |
| (iii) | Sole power to dispose or direct the disposition: 0 | |
| (iv) | Shared power to dispose or direct the disposition: 206,970 |
| D. | Oracle Ten Fund, L.P. |
| (a) | Amount beneficially owned: 310,616 | |
| (b) | Percent of class: 1.52% | |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: 0 | |
| (ii) | Shared power to vote or direct the vote: 310,616 | |
| (iii) | Sole power to dispose or direct the disposition: 0 | |
| (iv) | Shared power to dispose or direct the disposition: 310,616 |
| E. | Oracle Associates, LLC |
| (a) | Amount beneficially owned: 2,000,000 | |
| (b) | Percent of class: 9.78% | |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: 0 | |
| (ii) | Shared power to vote or direct the vote: 2,000,000 | |
| (iii) | Sole power to dispose or direct the disposition: 0 | |
| (iv) | Shared power to dispose or direct the disposition: 2,000,000 |
| F. | Oracle Investment Management, Inc. |
| (a) | Amount beneficially owned: 2,000,000 | |
| (b) | Percent of class: 9.78% | |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: 0 | |
| (ii) | Shared power to vote or direct the vote: 2,000,000 | |
| (iii) | Sole power to dispose or direct the disposition: 0 | |
| (iv) | Shared power to dispose or direct the disposition: 2,000,000 |
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group: |
Not applicable.
| Item 9. | Notice of Dissolution of Group: |
Not applicable.
| Item 10. | Certification: |
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 8, 2021
| /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Individually | |
| ORACLE PARTNERS, L.P. | |
| By: ORACLE ASSOCIATES, LLC, its general partner | |
| By: /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | |
| ORACLE INSTITUTIONAL PARTNERS, L.P. | |
| By: ORACLE ASSOCIATES, LLC, its general partner | |
| By: /s/ Larry N. Feinberg | |
|
Larry N. Feinberg, Managing Member
ORACLE TEN FUND, L.P. By: ORACLE ASSOCIATES, LLC, its general partner
By: /s/ Larry N. Feinberg Larry N. Feinberg, Managing Member | |
| ORACLE ASSOCIATES, LLC | |
| By: /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | |
| ORACLE INVESTMENT MANAGEMENT, INC. | |
| By: /s/ Larry N. Feinberg | |
| Larry N. Feinberg, President |
Exhibit Index
| 99.1 | Joint Filing Agreement, dated February 8, 2021, by and among, Larry N. Feinberg, Oracle Partners, L.P., Oracle Institutional Partners, L.P., Oracle Ten Fund, L.P., Oracle Associates, LLC, and Oracle Investment Management, Inc. |