UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under Rule 13d-1 of the Securities Exchange Act of 1934
(Amendment No. )
Capricor Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
14070B 101
(CUSIP Number)
Brianna M. Dougherty, Esq.
Paul Hastings LLP
1117 S. California Avenue
Palo Alto, California 94304
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 20, 2013
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
| * | 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 disclosures provided in a prior cover page. |
The information required on 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 (“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).
CUSIP No. 14070B 101
| 1 |
NAME OF REPORTING PERSONS
Frank Litvack | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
1,152,613 shares | |
| 8 |
SHARED VOTING POWER
-0- shares | ||
| 9 |
SOLE DISPOSITIVE POWER
1,152,613 shares | ||
| 10 |
SHARED DISPOSITIVE POWER
-0- shares | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,152,613 shares1 | ||
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%2 | ||
| 14 |
TYPE OF REPORTING PERSON
IN | ||
| 1 | Comprised of options to purchase 1,152,613 shares of the Issuer’s common stock that were exercisable as of December 2, 2013 or that have or will become exercisable within 60 days after December 2, 2013. |
| 2 | Based on a total of 11,687,835 shares of common stock of Capricor Therapeutics, Inc. issued and outstanding as of November 20, 2013, as reported on Capricor Therapeutics, Inc.’s Current Report on Form 8-K filed on November 26, 2013 with the Securities and Exchange Commission. Shares of common stock subject to options held by the Reporting Person that are currently exercisable or that have or will become exercisable within 60 days of December 2, 2013 are deemed to be outstanding for the purpose of computing the percentage ownership of the Reporting Person. |
| Item 1. | Security and Issuer |
This Schedule 13D relates to the common stock, $0.001 par value (the “Shares”), of Capricor Therapeutics, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 8840 Wilshire Boulevard, 2nd Floor, Beverly Hills, California 90211.
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed on behalf of Frank Litvack (“Mr. Litvack”) (the “Reporting Person”). |
| (b) | The address of the Reporting Person is 8840 Wilshire Boulevard, 2nd Floor, Beverly Hills, California 90211. |
| (c) | The principal business of Mr. Litvack is as an investor and Chairman of the Board of Directors of the Issuer. |
| (d) | None. |
| (e) | During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was subject to a judgment, decree, final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Litvack is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Effective November 20, 2013, pursuant to an Agreement and Plan of Merger and Reorganization, dated as of July 7, 2013, as amended (the “Merger Agreement”), by and among Nile Therapeutics, Inc., a Delaware corporation (“Nile”), Bovet Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Nile (“Merger Sub”), and Capricor, Inc., a Delaware corporation (“Capricor”), Merger Sub merged with and into Capricor and Capricor became a wholly-owned subsidiary of Nile (the “Merger”). Additionally, at a special meeting of stockholders of Nile held on November 12, 2013, the Nile stockholders approved certain amendments to Nile’s charter in connection with the Merger. The charter amendments provide for: (i) a 1-for-50 reverse split of the outstanding common stock of Nile, (ii) a name change from “Nile Therapeutics, Inc.” to “Capricor Therapeutics, Inc.”, and (iii) a reduction in the authorized number of shares of the Nile common stock. The foregoing charter amendments became effective on November 20, 2013 immediately prior to the effective time of the Merger.
Pursuant to the terms of the Merger Agreement, the former Capricor stockholders now own 90% of the outstanding shares of common stock of the Issuer on a fully-diluted basis. The options to purchase shares of Capricor common stock held by Mr. Litvack prior to the effective time of the Merger were converted into options to purchase shares of the Issuer’s common stock upon completion of the Merger.
| Item 4. | Purpose of Transaction |
The information in Item 3 is incorporated herein by reference.
The Reporting Person acquired the common stock of the Issuer for investment purposes. The Reporting Person may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Person, acquire shares of common stock, preferred stock or warrants of the Issuer, outside of those contemplated by the Merger Agreement. The Reporting Person reserves the right to, and may in the future choose to, change his purpose with respect to the investment and take such actions as he deems appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, in a privately negotiated transaction, by transfer, by exchange or by gift, all or a portion of the shares of common stock or other securities of the Issuer which he now owns or may hereafter acquire. Any decision of the Reporting Person to increase his holdings in common stock or securities convertible into common stock, will depend, however, on numerous factors, including, without limitation, the price of shares of common stock, the terms and conditions related to their purchase and sale, the prospects and profitability of the Issuer, other business and investment alternatives of the Reporting Person, tax considerations and general economic and market conditions. At any time, the Reporting Person may determine to dispose of some or all of his holdings of common stock depending on those and other considerations.
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of December 2, 2013 (the “Filing Date”), Mr. Litvack holds options to purchase 1,893,191 shares of common stock, of which options to purchase 1,152,613 shares of common stock were exercisable as of the Filing Date or have or will become exercisable within 60 days after the Filing Date. All ownership percentages are calculated based on a total of 11,687,835 shares of common stock of the Issuer issued and outstanding as of November 20, 2013, as reported on Capricor Therapeutics, Inc.’s Current Report on Form 8-K filed on November 26, 2013 with the Securities and Exchange Commission. Shares of common stock subject to options held by Mr. Litvack that are currently exercisable or that have or will become exercisable within 60 days of the Filing Date are deemed to be outstanding for the purpose of computing the percentage ownership of Mr. Litvack. |
Based upon the foregoing, there were a total of 11,687,835 shares of common stock of the Issuer issued and outstanding as of November 20, 2013, as reported on Capricor Therapeutics, Inc.’s Current Report on Form 8-K filed on November 26, 2013 with the Securities and Exchange Commission. As a result of the foregoing, Mr. Litvack is deemed to beneficially own 1,152,613 Shares of the Issuer, or 9.0% of the shares of the Issuer’s common stock that are issued and outstanding.
| (b) | Mr. Litvack is deemed to be the beneficial owner of 1,152,613 Shares of the Issuer and has the sole power to vote and dispose or direct the disposition of the 1,152,613 Shares. |
| (c) | Except as set forth elsewhere in this Schedule 13D, the Reporting Person has not engaged in any transaction in any shares of common stock of the Issuer. |
| (d) | Except as described above, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock of the Issuer. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
The information in Item 3 is incorporated herein by reference.
Other than as described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person, with respect to the securities of Capricor Therapeutics, Inc.
| Item 7. | Material to Be Filed as Exhibits |
Not applicable.
Signatures
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.
Date: December 2, 2013
| By: | /s/ Frank Litvack | |
| Frank Litvack |