Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)


December 20, 2017




(Exact name of Registrant as Specified in its Charter)


Delaware   001-34058   88-0363465
(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification No.)


8840 Wilshire Blvd., 2nd Floor, Beverly Hills, CA

(Address of principal executive offices)



(Zip Code)


(310) 358-3200

(Registrant’s telephone number, including area code)


Not Applicable

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company ☐


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐








Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Capricor Therapeutics, Inc. (the “Company”) has appointed Anthony Bergmann, age 32, as Chief Financial Officer, effective January 1, 2018. Mr. Bergmann has been serving as the Company's Vice President-Finance and Treasurer since 2013. Mr. Bergmann joined Capricor, Inc., now a wholly-owned subsidiary of the Company, in 2011 as the Director of Finance, where he served until November 2013. Prior to joining the Company, Mr. Bergmann worked in accounting and finance for several small to mid-size companies. Mr. Bergmann graduated from the Providence College with a B.S. Management, minor in Finance and has a M.B.A from the University of Southern California, Marshall School of Business.


On December 20, 2017, Leland Gershell gave notice of his resignation as Chief Financial Officer of the Company, effective January 1, 2018. In connection with his resignation, the Company has offered Mr. Gershell a separation payment in the amount of $62,500, upon the condition that Mr. Gershell execute (and not revoke) a separation agreement and general release of the Company.











Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


Date:  December 22, 2017 By: /s/ Linda Marbán, Ph.D.  
    Linda Marbán, Ph.D.  
    Chief Executive Officer