Amendment: SEC Form SC 13G/A filed by Capricor Therapeutics Inc.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

1.

 

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Nippon Shinyaku Co., Ltd.

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

 

Japan

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

5.

 

SOLE VOTING POWER

 

7,090,351

 

6.

 

SHARED VOTING POWER

 

0

 

7.

 

SOLE DISPOSITIVE POWER

 

7,090,351

 

8.

 

SHARED DISPOSITIVE POWER

 

0

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,090,351(1)

10.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(see instructions) ☐

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

18.9%(2)

12.

 

TYPE OF REPORTING PERSON (see instructions)

 

FI

 

 

(1) Consists of: (i) 4,944,429 shares of common stock, par value $0.001 per share (the “Common Stock”) of Capricor Therapeutics, Inc., a Delaware corporation (the "Issuer") held by Nippon Shinyaku Co., Ltd. (the “Reporting Person”) of which 2,798,507 shares of Common Stock were acquired in a private placement pursuant to a Subscription Agreement, dated as of September 16, 2024, between the Reporting Person and the Issuer (the “Private Placement”); and (ii) 2,145,922 shares of Common Stock issuable upon the exercise of warrants held directly by the Reporting Person, which are fully exercisable as of April 3, 2024.

(2) Percentage based on: (i) 32,538,930 shares of Common Stock outstanding as of August 7, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed with the SEC on August 8, 2024, plus (ii) 2,798,507 shares of Common Stock issued in the Private Placement, plus (iii) 2,145,922 shares of Common Stock issuable upon the exercise of warrants.

 

(i)

reporting the Reporting Person’s beneficial ownership as of September 20, 2024, the date on which the Issuer issued 2,798,507 shares of Common Stock to the Reporting Person in a private placement pursuant to the terms and conditions of a Subscription Agreement, dated as of September 16, 2024, between the Reporting Person and the Issuer.

 

(a)

Name of Issuer

 

Capricor Therapeutics, Inc.

 

 

 

 

(b)

Address of Issuer’s Principal Executive Offices

 

 

 

840 Wilshire Blvd., 2nd Floor, Beverly Hills, California 90211

 

(a)

Name of Person Filing

 

Nippon Shinyaku Co., Ltd.

 

 

 

 

(b)

Address of the Principal Office or, if none, residence

14, Nishinosho-Monguchi-cho, Kisshoin, Minami-ku,

 

Kyoto 601-8550, Japan

 

 

 

 

(c)

Citizenship

 

 

 

The Reporting Person is organized under the laws of Japan.

 

 

(d)

Title of Class of Securities

 

 

 

Common Stock, par value $0.001

 

 

(e)

CUSIP Number

 

 

 

14070B309

 

(a)

☐

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

 

 

 

 

(b)

☐

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

 

 

 

 

(c)

☐

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

 

 

 

 

(d)

☐

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

 

 

 

 

(e)

☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

 

 

 

(f)

☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

 

 

 

 

(g)

☐

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

 

 

 

 

(h)

☐

A savings associations 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 (15 U.S.C. 80a-3);

 

 

 

 

 

(j)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

 

 

(a)

Amount beneficially owned: 7,090,351

 

 

 

 

 

(b)

Percent of class: 18.9%

 

 

 

 

 

(c)

Number of shares as to which the person has:

 

 

 

 

 

 

(i)

Sole power to vote or to direct the vote  7,090,351.

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote 0.

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of  7,090,351.

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of 0.

 

 

 

 

 

September 24, 2024

Date

 

/s/ Takanori Edamitsu

Signature

 

Takanori Edamitsu, Director, Business Management & Sustainability

Name/Title