CapsoVision (NASDAQ: CV) adds $1M to Canon CMOS sensor deal

Rhea-AI Filing Summary

CapsoVision, Inc. amended its development agreement with Canon Inc. for CMOS image sensors, increasing the total fee by $1 million to reflect enhanced specifications. This raises the original approximately $4.1 million commitment, increasing the remaining development fee that will be paid through sensor purchase pricing. The amendment keeps the defined Additional Amount unchanged and confirms that all other terms, including the structure for future sensor purchases and clinical and FDA 510(k) objectives, remain in full force and effect.

Insights

Medical technology partnerships analyst

CapsoVision accepts a higher Canon development cost tied to upgraded sensor specs.

CapsoVision is collaborating with Canon on CMOS image sensors for capsule endoscopy, targeting clinical evaluation and FDA 510(k) clearance. The company will now pay an extra $1 million, lifting the total development fee above the initially agreed approximately $4.1 million.

The remaining development fee is structured into the unit price of sensors that CapsoVision purchases under a master agreement, so cash outflow is linked to future volume. The amendment states the Additional Amount and other key contractual terms are unchanged, suggesting the main shift is development cost rather than strategy.

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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): March 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 1.01.           Entry into a Material Definitive Agreement.

As previously reported on Form 8-K filed by CapsoVision, Inc. (the “Company”) on July 15, 2026 (the “July 15th 2025 8-K”), the Company entered into a development agreement (the “Agreement”) with Canon Inc., a Japanese corporation (“Canon”), for the development of complementary metal-oxide-semiconductor (“CMOS”) image sensor samples to allow the Company to evaluate functionality and performance, conduct clinical evaluation of capsule endoscopies that incorporate Canon image sensors and obtain FDA 510(k) clearance thereof.

Under the Agreement, the Company agreed to pay Canon a fee of approximately $4.1 million for Canon’s development efforts, which is comprised of (a) an initial fee of $1 million to be paid in cash upon the Agreement’s effectiveness and (b) following delivery of a specified number of CMOS image sensors meeting agreed specifications within the required timeframe, a remaining development fee of approximately $3.1 million. In addition, and subject to such delivery, the parties have undertaken to enter into a related master purchase agreement providing for the Company to purchase a specified minimum number of CMOS image sensors from Canon. The remaining development fee will be paid over time by adding an additional agreed amount to the unit price of CMOS image sensors supplied by Canon under the master purchase agreement.

On March 9, 2026, the Company entered into the amendment to the original development agreement (the “Amendment”) with Canon, Inc, a Japanese corporation pursuant to which the Company agreed that the total fee shall be increased by the amount of $1 million due to the increased features in the specification. As a result of this increase, the remaining development fee of the Agreement shall also be increased accordingly. The parties also agreed that, taking into account the foregoing (and that there has been no other increase or decrease from the effective date of the original Agreement), the remaining development fee as of the Amendment effective date shall be paid by CapsoVision pursuant to Article 12.4 through 12.6 of the original Agreement. For the avoidance of doubt, notwithstanding the increase of the total fee, the Additional Amount (as defined in section 12.5 of the Agreement) shall remain unchanged and all the other terms under the Agreement shall remain in full force and effect.

The foregoing summary of the terms of the original Agreement and its Amendment subject to, and qualified in its entirety by, the Amendment that is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01           Financial Statements and Exhibits.

(d)The following exhibits are being filed herewith:

Exhibit No.						Description
10.1						Amendment to Sample Purchase Agreement, dated March 9, 2026, by and between the Company and Canon Inc.
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: March 13, 2026			By:			/s/ Kang-Huai (Johnny) Wang
			Name:			Kang-Huai (Johnny) Wang
			Title			President and Chief Executive Officer

FAQ

What did CapsoVision (CV) change in its agreement with Canon?

CapsoVision amended its Canon development agreement by increasing the total fee by $1 million. The higher cost reflects added features in the CMOS image sensor specifications, while keeping the Additional Amount and all other original contract terms fully in effect.

How much is CapsoVision now paying Canon for CMOS sensor development?

CapsoVision originally agreed to pay Canon approximately $4.1 million for CMOS sensor development and is adding $1 million under the amendment. This increases the total development commitment while maintaining the original payment structure through sensor purchase pricing.

How will CapsoVision pay the remaining development fee to Canon?

The remaining development fee will be paid over time by adding an agreed extra amount to each CMOS image sensor’s unit price. These sensors are supplied under a master purchase agreement, linking CapsoVision’s payments to actual product purchases from Canon.

Does the CapsoVision–Canon amendment change the Additional Amount term?

No, the amendment explicitly states that the Additional Amount, as defined in the original agreement, remains unchanged. Aside from the $1 million increase in the total fee and related remaining fee adjustment, all other contractual terms stay in full force and effect.

What is the purpose of CapsoVision’s development agreement with Canon?

The agreement focuses on developing CMOS image sensor samples for CapsoVision’s capsule endoscopy products. These samples support functionality testing, performance evaluation, clinical studies, and ultimately obtaining FDA 510(k) clearance for capsule endoscopies that incorporate Canon’s image sensors.

How is the Canon sensor deal connected to CapsoVision’s future product sales?

Once Canon delivers sensors meeting agreed specifications, CapsoVision plans a master purchase agreement with minimum purchase commitments. The increased remaining development fee will be recovered through added amounts in the unit price of CMOS image sensors that CapsoVision buys for its products.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 14.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.8 KB