Gastroenterology leader Shields joins CapsoVision (Nasdaq: CV) board as Imperial shifts to consulting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
CapsoVision, Inc. appointed gastroenterologist Dr. David S. Shields to its Board of Directors as a Class I director and member of the Compensation Committee, effective July 1, 2026, filling the vacancy created by the resignation of Dr. Joanne Imperial.
The Board determined that Dr. Shields is an independent director and he will receive the company’s standard non-employee director compensation and a standard indemnification agreement. Separately, CapsoVision entered into a consulting agreement under which Dr. Shields will provide clinical consulting and industrial affiliation services at US$600 per hour for up to 3 hours per work week.
Dr. Imperial stepped down from the Board and the Compensation Committee, effective July 1, 2026, without any disagreement regarding the company’s operations, policies or practices. Under an amended and restated consulting agreement dated July 2, 2026, she will continue as an independent consultant at US$600 per hour for up to 5 hours per work week and received an option to purchase 10,000 shares of common stock, vesting over four years, as compensation for her services.
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8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Dr. Shields consulting rate: US$600 per hour
Dr. Shields weekly consulting cap: 3 hours per work week
Dr. Imperial consulting rate: US$600 per hour
+2 more
5 metrics
Dr. Shields consulting rate
US$600 per hour
Clinical consulting and industrial affiliation services, up to 3 hours per work week
Dr. Shields weekly consulting cap
3 hours per work week
Consulting agreement with CapsoVision
Dr. Imperial consulting rate
US$600 per hour
Amended and restated consulting agreement dated July 2, 2026
Dr. Imperial weekly consulting cap
5 hours per work week
Amended and restated consulting agreement
Stock options granted to Dr. Imperial
10,000 shares
Option grant under consulting agreement, vesting over four years
Key Terms
Class I director, Compensation Committee, independent director, indemnification agreement, +2 more
6 terms
Class I director financial
"appointed Dr. David Stanley Shields to serve as a Class I director of the Board"
A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.
Compensation Committee financial
"as a member of the Compensation Committee of the Board"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
independent director financial
"The Board has determined that Dr. Shields is an independent director of the Board"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
indemnification agreement financial
"Dr. Shields has entered into the Company’s standard form of indemnification agreement for directors"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
capsule endoscopy medical
"an early adopter and clinical investigator in capsule endoscopy technology"
A capsule endoscopy is a diagnostic procedure in which a person swallows a pill-sized device that contains a tiny camera, light and transmitter; it wirelessly records images as it travels through the digestive tract. Investors care because the technology can replace or complement traditional, more invasive tests — affecting demand, device sales, recurring consumable revenue, regulatory approval paths and insurance coverage, all of which influence a medical company’s growth and profitability.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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): July 1, 2026
_________________________
(Exact name of registrant as specified in its charter)
_________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||||||||
| (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:
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Dr. David S. Shields as a Director
On July 1, 2026, the Board of Directors (the “Board”) of CapsoVision Inc. (the “Company”) appointed Dr. David Stanley Shields to serve as a Class I director of the Board and as a member of the Compensation Committee of the Board, in each case effective immediately to fill the vacancy upon the resignation of Dr. Imperial. There are no arrangements or understandings between Dr. Shields and any other persons pursuant to which he was selected as a Class I director of the Company.
Dr. David S. Shields, age 75, is a board-certified gastroenterologist with more than four decades of experience in academic medicine, clinical gastroenterology, advanced endoscopy, and digestive disease management. Since 1986, he has maintained a private gastroenterology consulting practice in Palo Alto, California, providing comprehensive care to patients with gastrointestinal and liver disorders.
Dr. Shields previously served as Assistant Professor of Medicine in the Division of Gastroenterology at Stanford University School of Medicine and served as Director of Endoscopy at Stanford Hospital. Throughout his career, he has remained actively involved in clinical education and physician training. He currently serves as a gastroenterology consultant and clinician at both San Mateo County Medical Center and the Palo Alto Veterans Affairs Health Care System, where he continues to teach medical residents and gastroenterology fellows.
A recognized leader in gastrointestinal innovation, Dr. Shields established one of the earliest gastroenterology endoscopy programs associated with Stanford University and has been an early adopter and clinical investigator in capsule endoscopy technology. He has accumulated nearly two decades of experience utilizing capsule endoscopy for the diagnosis and management of small bowel disorders and gastrointestinal bleeding.
Dr. Shields earned a Bachelor of Arts degree in Biochemistry with highest honors from the University of California, Santa Barbara, and received his Doctor of Medicine degree from the University of California, San Francisco School of Medicine. He completed his residency training in Internal Medicine at Stanford University School of Medicine and the University of Virginia, followed by a fellowship in Gastroenterology at the University of Virginia.
Dr. Shields does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K. The Board has determined that Dr. Shields is an independent director of the Board, and that he satisfies all applicable requirements to serve on the Compensation Committee, including without limitation the applicable requirements of The Nasdaq Stock Market LLC and the Securities Exchange Act of 1934, as amended.
Dr. Shields will participate in the standard non-employee director compensation arrangements described in the Company’s proxy statement. Dr. Shields has entered into the Company’s standard form of indemnification agreement for directors, which was previously filed with the SEC. In addition, the Company has entered into a consulting agreement with Dr. Shields pursuant to which Dr. Shields will provide clinical consulting and industrial affiliation services to the Company in consideration of US$600 per hour for up to 3 hours per work week.
Resignation of Dr. Joanne Imperial as a Director
On July 1, 2026, Dr. Joanne Imperial stepped down from the Board as a Class I director and as a member of the Compensation Committee of the Board, effective immediately. Dr. Imperial’s decision to resign was not the result of any disagreement with the management or the Board on any matter relating to the Company’s operations, policies or practices.
Dr. Imperial will continue to serve the Company as an independent consultant. The Company and Dr. Imperial have mutually agreed that Dr. Imperial will be available to provide clinical consulting assistance and industrial affiliation support to the Company and entered into the amended and restated consulting agreement as of July 2, 2026 which superseded and replaced the consulting agreement between the Company and Dr. Imperial dated July 23, 2025. Based on the amended and restated consulting agreement, Dr. Imperial will earn US$600 per hour, for up to 5 hours per work week. As compensation for her services she was granted an option to purchase 10,000 shares of the Company's common stock at an exercise price per share equal to the fair market value as of July 2, 2026. 25% of the total shares subject to the option shall vest on the one-year anniversary of July 2, 2026 and 1/48 of the granted shares shall vest each month thereafter, subject to Dr. Imperial’s continuing to be a consultant of the Company on each such date.
Item 7.01 Regulation FD Disclosure.
On July 2, 2026, the Company issued a press release announcing Dr. Shields’ appointment as a director of the Board and Dr. Imperial’s resignation from the Board. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information in this Item 7.01 of Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)The following exhibits are being filed herewith:
| Exhibit No. | Description | |||||||
| 10.1 | Amended and Restated Consulting Agreement with Joanne C. Imperial MD, dated as of July 2, 2026. | |||||||
| 10.2 | Consulting Agreement with David S. Shields MD, dated as of July 2, 2026. | |||||||
| 99.1 | Press Release of the Company, dated July 2, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: July 2, 2026 | By: | /s/ Kang-Huai (Johnny) Wang | ||||||
| Name: | Kang-Huai (Johnny) Wang | |||||||
| Title | President and Chief Executive Officer | |||||||
Exhibit 99.1
CapsoVision Appoints Gastroenterology Leader David S. Shields, M.D.,
to Board of Directors
Longtime Clinical Advisor and Capsule Endoscopy Pioneer Joins Board as Company Advances AI-Enabled Capsule Endoscopy Platform
SARATOGA, Calif., July 2, 2026 – CapsoVision, Inc. (Nasdaq: CV), a commercial-stage medical technology company developing advanced imaging and AI-enabled capsule endoscopy solutions, announced the appointment of David S. Shields, M.D., to its Board of Directors, effective July 1, 2026.
Dr. Shields is a board-certified gastroenterologist with more than 40 years of experience in academic medicine, clinical gastroenterology, advanced endoscopy and digestive disease management. He has served as a clinical advisor and consultant to CapsoVision for nearly a decade. He succeeds Joanne C. Imperial, M.D., who has stepped down from the Board and will continue to support the Company as an independent clinical consultant.
Dr. Shields has maintained a private gastroenterology consulting practice in Palo Alto, California since 1986, providing comprehensive care to patients with gastrointestinal and liver disorders. He previously served as Assistant Professor of Medicine in the Division of Gastroenterology at Stanford University School of Medicine and Director of Endoscopy at Stanford Hospital. A recognized leader in gastrointestinal innovation, Dr. Shields established one of the earliest gastroenterology endoscopy programs associated with Stanford University and has been an early adopter and clinical investigator in capsule endoscopy technology. He currently serves as a gastroenterology consultant and clinician at both San Mateo County Medical Center and the Palo Alto Veterans Affairs Health Care System, where he continues to teach medical residents and gastroenterology fellows. Dr. Shields has nearly two decades of experience utilizing capsule endoscopy in the diagnosis and management of small bowel disorders and gastrointestinal bleeding.
“We are delighted to welcome David to our Board of Directors," said Johnny Wang, President and Chief Executive Officer of CapsoVision. “Since 2017, he has been a trusted clinical advisor to CapsoVision. As we approach several important milestones, including the anticipated commercial launch of our AI-assisted reading feature for CapsoCam Plus®, the continued advancement of our second-generation CapsoCam Colon™ program, and the expected expansion of our broader capsule platform, we believe the Company is entering an exciting new phase of growth. David's deep clinical expertise, extensive experience in capsule endoscopy, and longstanding knowledge of gastrointestinal clinical practice make him an invaluable addition to our Board.”
"I am honored to join CapsoVision's Board at such an exciting time for the Company,” said Dr. Shields. “Having worked alongside the team for many years, I've seen firsthand the innovation behind its technology and its commitment to improving patient care. I believe CapsoVision is well positioned to advance the next generation of AI-enabled capsule endoscopy, and I look forward to helping guide the Company's continued growth and clinical impact.”
Mr. Wang continued, “On behalf of the Board and the entire CapsoVision team, I also want to thank Dr. Joanne Imperial for her many contributions as a director. We are pleased that she will continue to support CapsoVision as a close clinical advisor, providing ongoing guidance for our pancreatic cancer clinical program and our planned 2027 esophageal varices study, which will evaluate our next-generation capsule platform incorporating Canon's advanced imaging technology. We look forward to continuing to benefit from Joanne's clinical expertise as we advance these important programs.”
About David S. Shields, M.D.
Dr. David S. Shields is a board-certified gastroenterologist with more than four decades of experience in academic medicine, clinical gastroenterology, advanced endoscopy and digestive disease management. Since 1986, he has
maintained a private gastroenterology consulting practice in Palo Alto, California, providing comprehensive care to patients with gastrointestinal and liver disorders.
Dr. Shields previously served as Assistant Professor of Medicine in the Division of Gastroenterology at Stanford University School of Medicine and Director of Endoscopy at Stanford Hospital. Throughout his career, he has remained actively involved in clinical education and physician training. He currently serves as a gastroenterology consultant and clinician at both San Mateo County Medical Center and the Palo Alto Veterans Affairs Health Care System, where he continues to teach medical residents and gastroenterology fellows.
A recognized leader in gastrointestinal innovation, Dr. Shields established one of the earliest gastroenterology endoscopy programs associated with Stanford University and has been an early adopter and clinical investigator in capsule endoscopy technology. He has accumulated nearly two decades of experience utilizing capsule endoscopy for the diagnosis and management of small bowel disorders and gastrointestinal bleeding.
Dr. Shields earned a Bachelor of Arts degree in Biochemistry with highest honors from the University of California, Santa Barbara, and received his Doctor of Medicine degree from the University of California, San Francisco School of Medicine. He completed his residency training in Internal Medicine at Stanford University School of Medicine and the University of Virginia, followed by a fellowship in Gastroenterology at the University of Virginia.
About CapsoVision
CapsoVision is a commercial-stage medical technology company focused on developing advanced imaging and AI-enabled solutions to transform the detection and screening of gastrointestinal diseases. Its flagship product, CapsoCam Plus®, is a wire-free, panoramic capsule endoscope that enables high-resolution visualization of the small bowel and supports cloud-based or direct capsule video retrieval. The Company’s next pipeline product, CapsoCam Colon™ with enhanced AI, is designed to enable non-invasive colon imaging and polyp detection. With a proprietary platform targeted to expand across multiple GI indications, including esophageal and pancreatic disorders, CapsoVision is advancing a new era in capsule-based diagnostics. For more information on CapsoVision, please visit www.capsovision.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements related to future events, which may impact our expected future business and financial performance, and often contain words such as “expected”, “positioned”, “on track”, “anticipate(s)”, “intend(s)”, “plan(s)”, “believe(s)”, “potential”, “will”, “should”, “could”, “would”, “may”, “continue”, “remain”, “advancing”, “approach(ing)”, “planned”, “look forward”, or “target(ed)” and other words of similar meaning. Examples of these forward-looking statements include, but are not limited to, statements concerning possible or assumed future results of operations and financial position, including the Company’s expectations regarding the Company’s product and clinical development efforts, the timing and receipt of regulatory submissions and approvals , the Company’s plans, strategies and timing for its pipeline development (including the anticipated commercial launch of our AI-assisted reading feature for CapsoCam Plus®, the continued development for our second-generation of CapsoCam Colon™, the clinical study for CapsoCam® UGI in pancreatic cancer detection, and the planned 2027 esophageal varices study) and the success of the Company’s plans and strategies. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties, including those beyond the Company’s control. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, market conditions, the Company’s financial condition and the availability of cash and financing, the success of the Company’s product and clinical development efforts, the failure to receive regulatory clearance and the failure to adapt the Company’s products for new indications. These and other risks and uncertainties are described more fully in the Company’s filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of the Company’s most recent Form 10-K and Form 10-Q. Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update or revise these statements, except as required by law.
Investor Relations Contact
Leigh Salvo
New Street Investor Relations
Investors@CapsoVision.com
Media Contact
Leslie Strickler and Paul Spicer
Être Communications
leslies@etrecommunications.com | (804) 240-0807
pauls@etrecommunications.com | (804) 503-9231
FAQ
What board changes did CapsoVision (CV) announce in this 8-K filing?
CapsoVision added Dr. David S. Shields as a Class I director and Compensation Committee member, effective July 1, 2026. He replaces Dr. Joanne Imperial, who resigned from the Board but will continue supporting the company as an independent clinical consultant under a new agreement.
Who is Dr. David S. Shields and what is his role at CapsoVision (CV)?
Dr. David S. Shields is a board-certified gastroenterologist with over four decades of experience and extensive capsule endoscopy expertise. He joins CapsoVision’s Board as a Class I director and Compensation Committee member and will also provide paid clinical consulting and industrial affiliation services to the company.
How will Dr. Shields and Dr. Imperial be compensated for consulting with CapsoVision (CV)?
Both physicians will receive consulting fees of US$600 per hour. Dr. Shields is capped at up to three hours per work week, while Dr. Imperial may work up to five hours per work week under her amended and restated consulting agreement with CapsoVision.
What stock option grant did CapsoVision (CV) provide to Dr. Joanne Imperial?
As part of her amended consulting agreement, Dr. Imperial received an option to purchase 10,000 shares of CapsoVision common stock. The exercise price equals the fair market value on July 2, 2026, with 25% vesting after one year and the remainder vesting monthly over the next three years.
Did Dr. Joanne Imperial resign from CapsoVision’s Board due to a disagreement?
No. The filing states that Dr. Imperial’s decision to step down as a Class I director and Compensation Committee member was not due to any disagreement with management or the Board regarding operations, policies, or practices. She will continue contributing as an independent clinical consultant.
What future plans did CapsoVision (CV) highlight in its press release about Dr. Shields?
CapsoVision referenced several development milestones, including the anticipated commercial launch of its AI-assisted reading feature for CapsoCam Plus®, continued advancement of the second-generation CapsoCam Colon™ program, and a planned 2027 esophageal varices study using its next-generation capsule platform with Canon’s imaging technology.