Document

S-1 1 capsovisionincs-1.htm S-1 Document

As filed with the Securities and Exchange Commission on April 17, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CapsoVision, Inc.

(Exact name of registrant as specified in its charter)


Delaware	3845	20-3369494
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

18805 Cox Avenue, Suite 250

Saratoga, CA 95070

+1-408-624-1488

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kang-Huai (Johnny) Wang

President and Chief Executive Officer

18805 Cox Avenue, Suite 250

Saratoga, CA 95070

+1-408-624-1488

(Name, address, including zip code, and telephone number, including area code, of agent for service)


			Copies to:
Portia Ku, Esq. O’Melveny & Myers LLP JC Plaza, 12th Floor 1225 Nanjing Road West Shanghai 200040 +86-21-2307-7000			Vincent Lin, Esq. O’Melveny & Myers LLP JC Plaza, 12th Floor 1225 Nanjing Road West Shanghai 200040 +86-21-2307-7000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

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 7(a)(2)(B) of the Securities Act. o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


			Page
About This Prospectus			1
Cautionary Note Regarding Forward-Looking Statements			2
Prospectus Summary			4
The Offering			9
Risk Factors			10
Use of Proceeds			13
Determination of Offering Price			14
Dividend Policy			15
Selling Stockholders			16
Description of Capital Stock			17
Plan of Distribution			22
Legal Matters			24
Experts			24
Where You Can Find More Information			24
Incorporation of Certain Information by Reference			25


Common stock to be offered by the Selling Stockholders						Up to 2,867,089 shares of common stock, all issued in the Private Placement.

Shares of common stock outstanding immediately after this offering						49,838,867 shares of common stock.

Use of proceeds						We will not receive any proceeds from the sale of the shares of common stock by the Selling Stockholders.

Risk Factors						You should read the “Risk Factors” section beginning on page 10 of this prospectus and in the documents incorporated by reference herein for a discussion of factors to consider before deciding to purchase shares of our common stock.

Symbol on the Nasdaq Capital Market						“CV”


Name of Selling Stockholder	Number of Shares of Common Stock Beneficially Owned Prior to Offering(1)	Percentage of Shares Beneficially Owned Prior to Offering(1)(2)		Maximum Number of Shares of Common Stock to be Sold in this Offering	Number of Shares of Common Stock Beneficially Owned After Offering(1)	Percentage of Shares Beneficially Owned After Offering(1)(2)
Ching-Hang Shen(3)	6,400,527	12.84	%	2,047,921	4,352,606	8.73	%
Eliyahou Harari(4)	5,100,867	10.23	%	409,584	4,691,283	9.41	%
Wen-Hung Tsai(5)	896,805	1.80	%	307,188	589,617	1.18	%
JBA GLOBAL FUND SPC - JBA GLOBAL MASTER SP(6)	102,396	0.21	%	102,396	—	—	%


	Amount
SEC registration fee	$	2,431
Printing and engraving expenses	89,000
Legal fees and expenses	414,459
Placement agent fees and expenses	217,500
Accounting fees and expenses	84,000
Miscellaneous fees and expenses	—
Total	$	807,390


Exhibit Number						Exhibit Description

3.1^						Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on July 3, 2025 (File No. 001-42705)).
3.2^						Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on July 3, 2025 (File No. 001-42705)).
4.1^						Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to the Registrant’s Registration Statement (File No. 333-287148), filed on June 13, 2025).
4.2^						Amended and Restated Investors’ Rights Agreement, dated November 21, 2019, by and among CapsoVision, Inc. and the investors listed therein (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement (File No. 333-287148), filed on May 9, 202 5 ).
4.3^						Form of Representative’s Warrant (incorporated by reference to Exhibit 4.3 to Amendment No. 3 to the Registrant’s Registration Statement (File No. 333-287148), filed on June 27, 2025).
5.1						Opinion of O’Melveny & Myers LLP
10.01†^						Memorandum of Understanding, dated May 14, 2008, by and between Largan Precision Company, Ltd. and CapsoVision, Inc. (incorporated by reference to Exhibit 10.01 to Amendment No. 2 to the Registrant’s Registration Statement (File No. 333-287148), filed on June 13, 2025).
10.02†^						Amendment to Memorandum of Understanding, dated January 1, 2010, by and between Largan Precision Company, Ltd. and CapsoVision, Inc. (incorporated by reference to Exhibit 10.02 to Amendment No. 2 to the Registrant’s Registration Statement (File No. 333-287148), filed on June 13, 2025).
10.03†^						Memorandum of Understanding, dated October 28, 2022, by and between Largan Precision Company, Ltd. and CapsoVision, Inc. (incorporated by reference to Exhibit 10.03 to Amendment No. 2 to the Registrant’s Registration Statement (File No. 333-287148), filed on June 13, 2025).
10.04†^						Development Agreement, dated August 8, 2013, by and between Toshiba Corporation and CapsoVision, Inc. (incorporated by reference to Exhibit 10.04 to Amendment No. 2 to the Registrant’s Registration Statement (File No. 333-287148), filed on June 13, 2025).
10.05†^						Development and Manufacturing Agreement dated June 3, 2014, by and between Moai Electronics Corporation and CapsoVision, Inc., as amended on March 30, 2015 (incorporated by reference to Exhibit 10.05 to Amendment No. 2 to the Registrant’s Registration Statement (File No. 333-287148), filed on June 13, 2025).
10.06†^						Supplement to Development and Manufacturing Agreement dated February 10, 2020, by and among Moai Electronics Corporation, SpeedBridge Technology Corp. and CapsoVision, Inc. (incorporated by reference to Exhibit 10.0 6 to the Amendment No. 2 to the Registrant ’s Registration Statement (File No. 333-287148), filed on June 13, 2025 .
10.07#^						2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.07 to the Registrant’s Registration Statement (File No. 333-287148), filed on May 9, 2025).
10.08#^						Form Agreements under 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.08 to the Registrant’s Registration Statement (File No. 333-287148), filed on May 9, 2025).
10.09#^						2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.09 to Amendment No. 3 to the Registrant’s Registration Statement (File No. 333-287148), filed on June 27, 2025).
10.10#^						Form of Stock Option Grant Agreement pursuant to 2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.08 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-42705) filed on November 13, 2025).
10.11#^						CapsoVision, Inc Director Compensation Policy (incorporated by reference to Exhibit 10.06 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-42705) filed on November 13, 2025).
10.12#^						Form of Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.07 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-42705) filed on November 13, 2025).
10.13#^						Form of Indemnification Agreement for Directors and Officers (amended on December 22, 2025) (incorporated by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K (File No. 001-42705) filed on March 26 , 2026).
10.14#^						Consulting Agreement with Joanne C Imperial MD , dated July 23, 2025 (incorporated by reference to Exhibit 10.01 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-42705) filed on November 13, 2025).


Exhibit Number						Exhibit Description

10.15#^						Separation Agreement and Release with Kevin Lundquist , dated September 3, 2025 (incorporated by reference to Exhibit 10.02 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-42705) filed on November 13, 2025).
10.16#^						Consulting Agreement with Kevin Lundquist , dated September 3, 2025 (incorporated by reference to Exhibit 10.03 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-42705) filed on November 13, 2025).
10.17#^						Consulting Agreement with Rebecca Petersen , dated October 16, 2025 (incorporated by reference to Exhibit 10.04 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-42705) filed on November 13, 2025).
10.18#^						Offer Letter to David Garcia , dated October 6, 2025 (incorporated by reference to Exhibit 10.05 to the Registrant's Quarterly Report on Form 10-Q (File No. 001-42705) filed on November 13, 2025).
10.19#^						Offer Letter to Douglas Atkinson (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Registrant’s Registration Statement (File No. 333-287148), filed on May 30, 2025).
10.20#^						Offer Letter to Rebecca Petersen (incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the Registrant’s Registration Statement (File No. 333-287148), filed on May 30, 2025).
10.21^						Sample Purchase Agreement, dated July 15, 2025, by and between the Company and Canon, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-42705) filed on July 18, 2025).
10.22^						Amendment to Sample Purchase Agreement, dated March 9, 2026, by and between the Company and Canon, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42705) filed on March 13, 2026).
10.23^						Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42705) filed on March 20 , 2026).
10.24^						Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-42705) filed on March 20 , 2026).
23.1						Consent of Baker Tilly US, LLP, independent registered public accounting firm.
23.2						Consent of O’Melveny & Myers LLP (included in Exhibit 5.1).
24.1						Power of Attorney (reference is made to the signature page to the Registration Statement).
107						Filing Fee Table.


			CAPSOVISION, INC.

			By:			/s/ Kang-Huai (Johnny) Wang
						Kang-Huai (Johnny) Wang
						President and Chief Executive Officer

SEC Form S-1 filed by CapsoVision Inc.