Material Agreement, Financial Obligation (Form 8-K)

Item 1.01Entry into a Material Definitive Agreement.

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On July 9, 2026, Capricor Therapeutics, Inc. ("Capricor") entered into a Lease Agreement (the "Lease") with ARE-SD Region No. 39 Owner, LLC ("Landlord") for approximately 171,000 rentable square feet located at 9625 Towne Centre Drive, San Diego, California, to be used as Capricor's new headquarters, including expanded manufacturing cleanrooms, research and development laboratory, administrative offices and other related uses. The term of the Lease is estimated to commence on the date that is the earlier of (i) the date on which Capricor's lease contingency related to FDA approval is satisfied or waived or (ii) December 31, 2026. The rent commencement date will be twelve months after such commencement date. The term of the Lease will end 138 months from the first day of the first full month following the rent commencement date. The initial monthly base rent is $5.60 per rentable square foot, or approximately $958,000 per month, subject to annual increases of 3.0%. Capricor will receive an 18-month full base rent abatement beginning on the Rent Commencement Date, followed by an additional six-month partial base rent abatement during which base rent will be payable on only 128,068 rentable square feet of the approximately 171,000 rentable square foot premises. Thereafter, base rent will be payable on the entire premises. The Landlord will provide Capricor with a tenant improvement allowance. Capricor will provide a security deposit of approximately $958,000 in cash or in the form of a letter of credit. Capricor will also be responsible for real property taxes, building insurance, routine maintenance and operating costs under the terms of the Lease. Subject to the terms of the Lease, if Capricor does not receive FDA approval of Deramiocel for the treatment of Duchenne muscular dystrophy by December 31, 2026, then either Capricor or Landlord may terminate the Lease by delivering written notice within five business days after such date.

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The preceding description of the Lease is qualified in its entirety by reference to the full text of the Lease, which Capricor intends to file as an exhibit to its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026.

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Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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To the extent applicable, the information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated in this Item 2.03 by reference.

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