Capricor Therapeutics enters deramiocel term sheet with Nippon Shinyaku

Capricor Therapeutics announced it has entered into a binding term sheet with Nippon Shinyaku, a Japanese pharmaceutical company listed on the TYO, for the commercialization and distribution in Europe of Capricor’s lead asset, deramiocel, for the treatment of Duchenne muscular dystrophy, or DMD, a rare neuromuscular disease with limited treatment options. The potential transaction covered by the term sheet is similar to the existing commercialization and distribution agreements with Nippon Shinyaku in the United States and Japan with an opportunity for further product reach globally. In addition, Nippon Shinyaku has agreed to purchase approximately $15M of Capricor common stock at a 20% premium to the 60-day VWAP. Under the terms of the binding term sheet and further subject to finalization of a definitive agreement, which is expected to occur in the fourth quarter of 2024, Capricor will be responsible for the development and manufacturing of deramiocel for potential approval in all countries in the European Union, United Kingdom and several other countries in the region. Nippon Shinyaku will be responsible for the sales and distribution of deramiocel in those territories. Capricor will also receive an upfront payment of $20M subject to execution of the definitive agreement and there are potential additional development and sales-based milestone payments to Capricor of up to $715M and Capricor will receive a double-digit share of product revenue. Contemporaneously with the term sheet, Nippon Shinyaku has also agreed to purchase 2,798,507 shares of common stock at a price of $5.36 per share, which price represents a 20% premium to the 60-day volume-weighted average price of Capricor’s common stock, for an aggregate purchase price of approximately $15M. The closing of the offering is expected to take place on or about September 20. The company expects to use the proceeds from the transaction primarily to support product development as well as general, administrative and corporate purposes.