CapsoVision to raise $18M in direct stock sale

CapsoVision arranged a $18 million registered direct sale of 3.16 million common shares to existing large stockholders under its Form S-3 shelf.

Rhea-AI Filing Summary

CapsoVision, Inc. (CV) entered into a securities purchase agreement on September 17, 2026 for a registered direct offering of 3,163,444 shares of common stock at $5.69 per share, a discount of about 5% to the last reported Nasdaq Capital Market sale price on September 16, 2026.

The offering, completed without an underwriter or placement agent, is expected to close on or about September 18, 2026, subject to customary conditions. All purchasers are existing stockholders: Star One Global Capital Limited will purchase 878,734 shares for approximately $5.0 million, Eliyahou Harari will purchase 1,757,469 shares for approximately $10.0 million, and another stockholder will purchase 527,241 shares for approximately $3.0 million.

Gross proceeds to CapsoVision are expected to be approximately $18 million, before expenses. The board of directors approved the transaction, and the audit committee reviewed and approved the related person transactions. CapsoVision plans to use net proceeds for general corporate purposes, including sales and marketing, research and development, general and administrative activities, and working capital. The shares are being issued under an effective Form S-3 registration statement and a prospectus supplement dated September 17, 2026.

Positive

• CapsoVision raises approximately $18 million in gross proceeds in a registered direct offering to existing stockholders, bolstering liquidity for general corporate purposes.

Negative

• None.

Filing Explained

The agreement would add 3,163,444 common shares, reducing existing holders’ percentage ownership if completed; the filing says closing is expected on or about September 18, 2026, subject to conditions, so it records a contracted offering rather than completed issuance.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares offered: 3,163,444 shares Offering price per share: $5.69 per share Discount to market price: approximately 5% +5 more

8 metrics

Shares offered 3,163,444 shares Aggregate common stock in registered direct offering

Offering price per share $5.69 per share Purchase price for each share of common stock

Discount to market price approximately 5% Discount to last reported sale price on September 16, 2026

Gross proceeds approximately $18 million Aggregate gross proceeds to CapsoVision from the offering

Star One Global Capital Limited purchase 878,734 shares for approximately $5.0 million Portion of offering bought by Star One Global Capital Limited

Eliyahou Harari purchase 1,757,469 shares for approximately $10.0 million Portion of offering bought by Eliyahou Harari

Additional stockholder purchase 527,241 shares for approximately $3.0 million Portion bought by another existing stockholder

Form S-3 effectiveness date August 21, 2026 Date the Registration Statement on Form S-3 was declared effective

Key Terms

registered direct offering, related person transactions, Registration Statement on Form S-3, prospectus supplement, +1 more

5 terms

registered direct offering financial

"provides for the issuance and sale, in a registered direct offering by the Company"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

related person transactions regulatory

"audit committee reviewed and approved the related person transactions"

Transactions between a company and individuals or entities that have close relationships to the company’s insiders or major owners, such as executives, directors, their family members, or firms they control. These deals matter to investors because they can affect the company's finances or fairness—like a shop owner buying supplies from a relative’s business, which could be normal but might also favor the relative or mask conflicts of interest—so transparency and terms are closely watched.

Registration Statement on Form S-3 regulatory

"pursuant to the Registration Statement on Form S-3 (File No. 333-298315)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

prospectus supplement regulatory

"as supplemented by a prospectus supplement dated September 17, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Offering Details

shelf

Offering

Offering Type shelf

Use of Proceeds General corporate purposes, including sales and marketing, research and development activities, general and administrative matters, and working capital.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CapsoVision (CV) announce regarding a new stock offering?

CapsoVision entered a securities purchase agreement for a registered direct offering of 3,163,444 shares of common stock at $5.69 per share, expected to generate about $18 million in gross proceeds, subject to customary closing conditions.

Who is buying the new CapsoVision (CV) shares and in what amounts?

All buyers are existing stockholders. Star One Global Capital Limited will purchase 878,734 shares, Eliyahou Harari will purchase 1,757,469 shares, and another stockholder will purchase 527,241 shares, each at $5.69 per share.

At what price is CapsoVision (CV) selling the new shares and how does it compare to market price?

CapsoVision is selling the shares at $5.69 per share, which the company states is a discount of approximately 5% to the last reported sale price of its common stock on The Nasdaq Capital Market on September 16, 2026.

How much money will CapsoVision (CV) receive from this offering?

The company expects aggregate gross proceeds of approximately $18 million from the offering, before deducting estimated offering expenses payable by CapsoVision.

How will CapsoVision (CV) use the proceeds from the registered direct offering?

CapsoVision intends to use the net proceeds for general corporate purposes, including sales and marketing, research and development activities, general and administrative matters, and working capital.

Under what registration is CapsoVision (CV) issuing these shares?

The shares are being offered and sold pursuant to a Registration Statement on Form S-3 (File No. 333-298315), declared effective on August 21, 2026, and a related prospectus and prospectus supplement dated September 17, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/18/2026 - 04:09 PM Accepted by SEC EDGAR 09/18/2026 - 04:08 PM Learn about SEC filing dates

FALSE000137832500013783252026-09-172026-09-17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 17, 2026

_________________________

CapsoVision, Inc.

(Exact name of registrant as specified in its charter)

_________________________

Delaware

001-42705

20-3369494

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification Number)

18805 Cox Avenue, Suite 250 Saratoga, California						95070
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (408)-624-1488

n/a

(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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, $0.001 par value per share

CV

The Nasdaq Stock Market LLC

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

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 1.01.          Entry into a Material Definitive Agreement.

On September 17, 2026, CapsoVision, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), which provides for the issuance and sale, in a registered direct offering by the Company, of an aggregate of 3,163,444 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $5.69 per share of Common Stock (the “Offering”). The purchase price per share represents a discount of approximately 5% to the last reported sale price of the Common Stock on The Nasdaq Capital Market on September 16, 2026. The Offering was made without an underwriter or placement agent. The Offering is expected to close on or about September 18, 2026, subject to the satisfaction or waiver of customary closing conditions.

Each of the Purchasers is an existing stockholder of the Company. Star One Global Capital Limited is wholly owned by Ching-Hang Shen. Ching-Hang Shen and Eliyahou Harari are related persons because each beneficially owns more than 5% of the Company’s outstanding Common Stock. In this Offering, Star One Global Capital Limited is purchasing 878,734 shares for an aggregate purchase price of approximately $5.0 million and Eliyahou Harari is purchasing 1,757,469 shares for an aggregate purchase price of approximately $10.0 million. An additional existing stockholder who owns less than 5% of the Company's outstanding Common Stock is purchasing the remaining 527,241 shares for an aggregate purchase price of approximately $3.0 million. The Purchasers are purchasing shares at the same price and on the same material terms as each other. The Company’s board of directors approved the Offering, and the Company’s audit committee reviewed and approved the related person transactions in accordance with the Company’s related person transaction policy.

The aggregate gross proceeds to the Company from the Offering will be approximately $18 million, before deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for general corporate purposes, including sales and marketing, research and development activities, general and administrative matters, and working capital.

The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Purchasers, customary conditions to closing, and other obligations of the parties. The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

The Shares are being offered and sold by the Company pursuant to the Registration Statement on Form S-3 (File No. 333-298315), which was declared effective by the Securities and Exchange Commission on August 21, 2026 (the “Registration Statement”), and a related prospectus included in the Registration Statement, as supplemented by a prospectus supplement dated September 17, 2026.

A copy of the legal opinion of O’Melveny & Myers LLP, relating to the validity of the Shares to be issued in the Offering, is filed as Exhibit 5.1 to this Current Report and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.

Item 9.01           Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
5.1						Opinion of O’Melveny & Myers LLP
10.1*						Form of Securities Purchase Agreement
23.1						Consent of O’Melveny & Myers LLP (included in Exhibit 5.1)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain personally identifiable information of this exhibit has been omitted pursuant to Item 601(a)(6) of Regulation S-K.

SIGNATURES

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

			CAPSOVISION, INC.
Date: September 18, 2026			By:			/s/ Kang-Huai (Johnny) Wang
			Name:			Kang-Huai (Johnny) Wang
			Title			Director, President and Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 142.9 KB

Other Documents

• EX-5.1 EX-5.1 20.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 23.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.3 KB