CapsoVision (Nasdaq: CV) lines up new stock-sale deal with Cantor Fitzgerald

Rhea-AI Filing Summary

CapsoVision, Inc. entered into a Controlled Equity Sales Agreement with Cantor Fitzgerald & Co. for an at-the-market offering program. Under this arrangement, CapsoVision may sell, at its sole discretion, shares of its common stock having an aggregate offering price of up to $100,000,000 through or to Cantor as sales agent or principal. The shares will be issued pursuant to a Registration Statement on Form S-3 (File No. 333-298315), which includes an at-the-market offering prospectus supplement filed on August 13, 2026. O’Melveny & Myers LLP provided a legal opinion on the validity of the shares, filed as Exhibit 5.1.

Filing Explained

The August 13 disclosure adds up to 250 million dollars of equity capacity, but no ATM usage or resulting share issuance is reported.

The 8-K documents an equity program for future sales rather than a completed stock issuance; the supplied shelf record places the $100 million ATM within, not on top of, a $250 million mixed shelf.

An ATM permits gradual sales of new shares at prevailing market prices, while an S-3 filing provides future registration capacity; if shares are issued, existing holders’ percentage ownership would decline absent offsetting changes.

The shelf record lists 50,032,148 common shares outstanding as of June 30, 2026 and reports zero usage, so the current disclosure does not establish added shares or proceeds received.

The shelf record gives an expiration date of August 13, 2029; any later takedown’s final size, price and fees would be stated in its prospectus supplement.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

ATM Program Size: $100,000,000 Par Value per Share: $0.001 Registration Statement File Number: 333-298315 +2 more

5 metrics

ATM Program Size $100,000,000 Aggregate offering price of common stock under Controlled Equity Sales Agreement

Par Value per Share $0.001 Par value of CapsoVision common stock

Registration Statement File Number 333-298315 Form S-3 covering the at-the-market offering

Form Type S-3 Shelf registration used for the at-the-market offering of the Shares

Trading Symbol CV CapsoVision common stock listed on The Nasdaq Stock Market LLC

Key Terms

at-the-market offering, Controlled Equity Sales Agreement, Registration Statement on Form S-3, prospectus supplement, +1 more

5 terms

at-the-market offering financial

"with respect to an at-the-market offering program under which the Company may offer"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

Controlled Equity Sales Agreement financial

"entered into a Controlled Equity Sales Agreement (the “Sales Agreement”)"

Registration Statement on Form S-3 regulatory

"The Company filed a 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

"which included an “at-the-market offering” prospectus supplement relating to the offer"

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.

opinion regulatory

"counsel to the Company, has issued an opinion to the Company, dated August 13, 2026"

FAQ

What at-the-market offering program did CapsoVision (CV) announce?

CapsoVision established an at-the-market offering program with Cantor Fitzgerald, allowing it to sell common stock with an aggregate offering price of up to $100,000,000 from time to time at its discretion.

How much stock can CapsoVision (CV) sell under the new at-the-market program?

CapsoVision may offer and sell common stock with an aggregate offering price of up to $100,000,000. Sales can occur from time to time through or to Cantor Fitzgerald & Co. acting as sales agent or principal.

Which registration statement covers CapsoVision’s (CV) at-the-market offering?

The at-the-market offering is covered by CapsoVision’s Registration Statement on Form S-3 (File No. 333-298315), which includes an at-the-market offering prospectus supplement filed with the SEC on August 13, 2026.

Who is the sales agent for CapsoVision’s (CV) at-the-market offering?

Cantor Fitzgerald & Co. acts as CapsoVision’s sales agent or principal under the Controlled Equity Sales Agreement, handling offers and sales of common stock under the at-the-market program.

What legal opinion supports CapsoVision’s (CV) new share issuances?

O’Melveny & Myers LLP issued a legal opinion dated August 13, 2026 on the validity of the shares to be issued and sold under the Sales Agreement, filed as Exhibit 5.1 and accompanied by a related consent in Exhibit 23.1.

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

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Understanding 8-K Material Events →

Available on EDGAR 08/18/2026 - 06:02 AM Accepted by SEC EDGAR 08/17/2026 - 05:50 PM Learn about SEC filing dates

FALSE000137832500013783252026-08-132026-08-13

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): August 13, 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 8.01.           Other Events.

As previously announced, on August 13, 2026, CapsoVision, Inc. (the “Company”) entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $100,000,000 (the “Shares”) through or to Cantor as its “sales agent” or principal.

O’Melveny & Myers LLP, counsel to the Company, has issued an opinion to the Company, dated August 13, 2026, relating to the validity of the Shares to be issued and sold pursuant to the Sales Agreement, a copy of which is filed as Exhibit 5.1 to this Current Report on Form 8-K.

The Company filed a Registration Statement on Form S-3 (File No. 333-298315) with the Securities and Exchange Commission (“SEC”) on August 13, 2026, which included an “at-the-market offering” prospectus supplement relating to the offer and sale of the Shares filed with the SEC on August 13, 2026. Any Shares to be offered and sold under the Sales Agreement will be issued and sold pursuant to such Registration Statement, including the prospectus supplement.

Item 9.01           Financial Statements and Exhibits.

The following exhibits are being filed herewith:

Exhibit No.						Description
5.1						Opinion of O’Melveny & Myers LLP (incorporated by reference to Exhibit 5.2 to CapsoVision, Inc.’s Registration Statement on Form S-3 (No. 333-298315) filed with the SEC on August 13, 2026)
23.1						Consent of O’Melveny & Myers LLP (contained in Exhibit 5.1)
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: August 18, 2026			By:			/s/ Kang-Huai (Johnny) Wang
			Name:			Kang-Huai (Johnny) Wang
			Title			Director, President and Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• 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