CapsoVision 2026 proxy details board and auditor votes

CapsoVision, Inc. has called its 2026 Annual Meeting of Stockholders for June 11, 2026, at 9:00 a.m. Pacific, to be held as a virtual-only meeting at www.virtualshareholdermeeting.com/CV2026.

Rhea-AI Filing Summary

CapsoVision, Inc. has called its 2026 Annual Meeting of Stockholders for June 11, 2026, at 9:00 a.m. Pacific, to be held as a virtual-only meeting at www.virtualshareholdermeeting.com/CV2026. Holders of 49,849,728 common shares as of April 13, 2026 may vote.

Stockholders will vote on re-electing three Class I directors—Joanne Imperial, M.D., Wen‑Herng (Henry) King, and Michele Harari—for terms ending at the 2029 meeting, and on ratifying Baker Tilly US, LLP as independent registered public accounting firm for the year ending December 31, 2026. The Board recommends voting FOR all nominees and FOR ratifying Baker Tilly.

Key Figures

Shares outstanding: 49,849,728 shares Quorum threshold: 24,924,865 shares 2025 audit fees: $957,600 +5 more

8 metrics

Shares outstanding 49,849,728 shares Common stock outstanding and entitled to vote as of April 13, 2026

Quorum threshold 24,924,865 shares Minimum shares required for quorum at 2026 annual meeting

2025 audit fees $957,600 Audit fees paid to Baker Tilly US, LLP for year ended December 31, 2025

Total 2025 auditor fees $958,200 Audit plus other fees paid to Baker Tilly for 2025

CEO 2025 compensation $250,000 Base salary for President and Chief Executive Officer Kang‑Huai (Johnny) Wang in 2025

SVP Finance 2025 total pay $625,282 Total 2025 compensation for David Garcia, including salary, bonus and option award

Private placement proceeds $14,000,000 Approximate gross proceeds from March 16, 2026 private placement of 2,867,089 shares

Equity plan overhang 1,975,648 options; 3,838,331 available Outstanding options and remaining shares under equity plans as of December 31, 2025

Key Terms

emerging growth company, broker non-votes, plurality of the votes cast, independent registered public accounting firm, +2 more

6 terms

emerging growth company regulatory

"We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012"

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.

broker non-votes regulatory

"then those shares will be treated as broker non-votes with respect to that proposal"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

plurality of the votes cast regulatory

"With respect to Proposal 1, a plurality of the votes cast shall be sufficient to elect a director"

independent registered public accounting firm financial

"ratification of appointment of Baker Tilly US, LLP as our independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

clawback policy regulatory

"the Policy Regarding the Recoupment of Certain Compensation Payments (the “Clawback Policy”)"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

equity incentive plan financial

"All equity awards to Non-Employee Directors are granted under the Company’s 2025 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Compensation Summary

4 executives

Name	Total Compensation
Kang-Huai (Johnny) Wang	$250,000
David Garcia	$625,282
Douglas Atkinson	$417,544
Kevin Lundquist	$664,921

Key Proposals

• Election (re-election) of three Class I directors to hold office until the 2029 annual meeting of stockholders
• Ratification of appointment of Baker Tilly US, LLP as independent registered public accounting firm for the year ending December 31, 2026

FAQ

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

What is CapsoVision (CV) asking stockholders to vote on in the 2026 proxy?

CapsoVision is asking stockholders to re-elect three Class I directors and ratify Baker Tilly US, LLP as independent registered public accounting firm for the year ending December 31, 2026. These are the two primary proposals described in the 2026 proxy statement.

When is CapsoVision’s 2026 annual stockholder meeting and who can vote?

The 2026 annual meeting is scheduled for June 11, 2026, at 9:00 a.m. Pacific. Stockholders of record holding CapsoVision common stock at the close of business on April 13, 2026 are entitled to vote at the meeting, either by proxy or by attending virtually.

How will CapsoVision (CV) hold its 2026 annual meeting and how do stockholders attend?

CapsoVision will hold a virtual-only 2026 annual meeting via live audio webcast. Stockholders can attend at www.virtualshareholdermeeting.com/CV2026 using the 16-digit control number on their proxy card or voting instruction form, allowing them to vote and submit questions online during the meeting.

What does CapsoVision’s board recommend on the 2026 proxy proposals?

The board recommends voting FOR all three Class I director nominees—Joanne Imperial, M.D., Wen‑Herng (Henry) King, and Michele Harari—and FOR ratifying Baker Tilly US, LLP as CapsoVision’s independent registered public accounting firm for the fiscal year ending December 31, 2026, as stated in the proxy.

How many CapsoVision (CV) shares are outstanding and what is the quorum requirement?

CapsoVision has 49,849,728 shares of common stock issued and outstanding and entitled to vote as of April 13, 2026. A quorum for the annual meeting requires 24,924,865 shares represented in attendance online or by proxy, which is a majority of the voting power.

What fees did CapsoVision pay Baker Tilly in 2025 and 2024?

For 2025, CapsoVision paid Baker Tilly US, LLP total fees of $958,200, including $957,600 in audit fees and $600 in other fees. For 2024, total fees were $618,780, including $617,750 in audit fees and $1,030 in other fees, primarily for out-of-pocket reimbursements.

Who are CapsoVision’s named executive officers and what did they earn in 2025?

In 2025, named executive officers included CEO Kang‑Huai (Johnny) Wang, SVP Finance David Garcia, SVP Global Sales Douglas Atkinson, and former CFO Kevin Lundquist. Total 2025 compensation was $250,000 for Wang, $625,282 for Garcia, $417,544 for Atkinson, and $664,921 for Lundquist, including salary, bonuses, options, and severance.

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

Proxy Statements (DEF 14A): Pay, Votes, and Board Changes →

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Accepted by SEC EDGAR 04/28/2026 - 12:39 PM EDT Learn about SEC filing dates

CAPSOVISION, INC.DEF 14A0001378325FALSE00013783252025-01-012025-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x

Filed by a party other than the Registrant o

Check the appropriate box:

o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material under §240.14a‑12

CAPSOVISION, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x	No fee required
o	Fee paid previously with preliminary materials
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Stockholders,

I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of

CapsoVision, Inc., a Delaware corporation, which will be held on June 11, 2026, at 9:00 a.m. Pacific Daylight

Time. The Annual Meeting will be conducted virtually via live audio webcast. You can attend the Annual Meeting

by visiting www.virtualshareholdermeeting.com/CV2026. You will be able to submit questions and vote your

shares electronically during the Annual Meeting by logging in using the 16-digit control number included on your

proxy card or on the voting instruction form accompanying these proxy materials. Utilizing the latest technology

and a virtual meeting format will allow stockholders to participate from any location and we expect will enable

increased attendance, improved communications and cost savings for our stockholders and the Company

compared to an in person meeting.

The Notice of Annual Meeting of Stockholders and the Proxy Statement contain details of the business to be

conducted at the Annual Meeting. Details regarding how to attend the meeting and the business to be

conducted at the Annual Meeting are more fully described in the Notice of Annual Meeting of Stockholders and

the Proxy Statement.

Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted

at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy via the Internet, by phone,

or by mail. If you decide to attend the Annual Meeting online, you will be able to vote electronically or via phone

using the 16-digit control number, even if you have previously submitted your proxy.

On behalf of the Board of Directors, I would like to express our appreciation for your interest in CapsoVision,

Inc. Look forward to your participation at the Annual Meeting.

Sincerely,

Chen Lung Tsai

Chair of the Board of Directors

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

Meeting Date, Time, and Place

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of CapsoVision, Inc., a Delaware corporation

will be held on June 11, 2026, at 9:00 a.m. Pacific Daylight Time.

The Annual Meeting will be virtual-only. You can, attend the Annual Meeting, vote your shares electronically, and

submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CV2026. Your

16-digit control number will be included on your proxy card or on the voting instruction form accompanying

these proxy materials.

Agenda

1.Election (re-election) of the three Class I directors to hold office until our 2029 annual meeting of

stockholders;

2.Ratification of appointment of Baker Tilly US, LLP as our independent registered public accounting

firm for the year ending December 31, 2026; and

3.Transaction of other business as may properly come before the Annual Meeting or any adjournment

or postponement thereof.

Record Date

You can vote if you were a stockholder of record on April 13, 2026.

Board Recommendations

The Board of Directors recommends that you vote:

•FOR the election (re-election) of the following three nominees as Class I directors to hold office until

our 2029 annual meeting of stockholders.

  Nominees:

01) Joanne Imperial, M.D.

02) Wen-Herng (Henry) King

03) Michele Harari

•FOR to ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting

firm for the 2026 fiscal year.

Your vote is important. Whether or not you plan to attend the Annual Meeting online, we encourage you to read

the accompanying Proxy Statement and our Annual Report on Form 10-K for the year ended December 31,

2025 (the “Annual Report”), and submit your proxy as soon as possible using one of the three voting methods

described in the “Information About the Proxy Process and Voting” section in the Proxy Statement.

By Order of the Board of Directors,

Kang-Huai (Johnny) Wang

President and Chief Executive Officer

April 28, 2026

Saratoga, California

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL

MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2026.

The Proxy Statement and the Annual Report are available on our website at https://investors.capsovision.com

and at www.ProxyVote.com.

i

TABLE OF CONTENTS

PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS	1
INFORMATION ABOUT THE PROXY PROCESS AND VOTING	2
PROPOSAL NO. 1 ELECTION (RE_ELECTION) OF DIRECTORS	7
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	10
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	11
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS	12
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	18
DIRECTOR COMPENSATION	20
EXECUTIVE OFFICERS	23
EXECUTIVE COMPENSATION	24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	29
DELINQUENT SECTION 16(A) REPORTS	31
ADDITIONAL INFORMATION	32

1

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

JUNE 11, 2026

We have sent you this proxy statement ("Proxy Statement") and the enclosed proxy card because the Board of

Directors (the “Board”) of CapsoVision, Inc., a Delaware corporation (referred to herein as the “Company,”

“CapsoVision,” “we,” “us,” or “our”) is soliciting your proxy to vote at our 2026 Annual Meeting of Stockholders

(the “Annual Meeting”), which will be held on Thursday, June 11, 2026, at 9:00 a.m. Pacific Daylight Time. The

Annual Meeting will be held online at www.virtualshareholdermeeting.com/CV2026.

•This Proxy Statement summarizes information about the proposals to be

considered at the Annual Meeting and other information you may find useful in

determining how to vote.

•The proxy card is the means by which you authorize another person to vote your

shares in accordance with your instructions.

Pursuant to “Notice and Access” rules adopted by the Securities and Exchange Commission (the “SEC”), we

have elected to provide access to our Annual Meeting materials, which include this Proxy Statement and our

Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”), over the internet in

lieu of mailing printed copies. We will begin mailing the Notice of Internet Availability to our stockholders of

record as of April 13, 2026 (the “Record Date”) for the first time on or about April 28, 2026. The Notice of

Internet Availability will contain instructions on how to access and review the Annual Meeting materials and will

also contain instructions on how to request a printed copy of the Annual Meeting materials. In addition, we have

provided brokers, dealers, banks, voting trustees, and their nominees, at our expense, with additional copies of

our proxy materials and the Annual Report so that our stockholders of record can supply these materials to the

beneficial owners of shares of our common stock as of the Record Date. The Annual Report is also available in

the “Investors—Financials —SEC Filings” section of our website at https://investors.capsovision.com.

The only outstanding voting securities of CapsoVision, Inc are shares of common stock, $0.001 par value per

share (the “common stock”), of which there were 49,849,728 shares outstanding as of the Record Date

(excluding any treasury shares). The holders of a majority in voting power of the shares of common stock

issued and outstanding and entitled to vote, present in attendance online or represented by proxy, are required

to hold the Annual Meeting.

2

INFORMATION ABOUT THE PROXY PROCESS AND VOTING

Why am I receiving these materials?

We have made the Proxy Statement and the proxy card available to you on the internet or, upon your request,

have delivered printed proxy materials to you, because the Board is soliciting your proxy to vote at the Annual

Meeting, including at any adjournments or postponements of the Annual Meeting. You are invited to attend the

Annual Meeting online to vote on the proposals described in this Proxy Statement. However, you do not need to

attend the Annual Meeting to vote your shares. Instead, you may complete, sign, and return the proxy card, or

follow the instructions below to submit your proxy over the telephone or on the Internet.

The Proxy Statement, the Notice of Internet Availability, the Notice of Annual Meeting, and the accompanying

proxy card will be first made available for access on or about April 28, 2026, to all stockholders of record entitled

to vote at the Annual Meeting.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual

Meeting. At the close of business on the Record Date, there were 49,849,728 shares of common stock issued

and outstanding and entitled to vote.

Stockholder of Record

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our

common stock, Broadridge Corporate Issuer Solutions, LLC, then you are a stockholder of record. As a

stockholder of record, you may vote at the Annual Meeting by attending the Annual Meeting online or you may

vote by proxy. Whether or not you plan to attend the Annual Meeting online, we encourage you to fill out and

return the proxy card or vote by proxy over the telephone or on the internet as instructed below to ensure your

vote is counted.

Beneficial Owner

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer, custodian, or

other similar organization acting as nominee (each, a “broker”), then you are the beneficial owner of shares held

in “street name” and these proxy materials are being forwarded to you by your broker. The broker holding your

account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial

owner, you have the right to direct your broker or other agent on how to vote the shares in your account.

What am I being asked to vote on?

You are being asked to vote on two proposals:

•Proposal 1 - the election (re-election) of the three Class I directors to hold office until our 2029

annual meeting of stockholders.

•Proposal 2 - the ratification of the appointment Baker Tilly US, LLP, as our independent registered

public accounting firm for the year ending December 31, 2026.

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

How do I vote?

•For Proposal 1, you may vote “For All” the nominees to the Board, "Withhold All" or choose

"For All Except" option in which case you may withhold your vote in respect of selected nominees.

•For Proposal 2, you may either vote “For” or “Against” or abstain from voting.

Please note that by casting your vote by proxy, you are authorizing the individuals listed on the proxy card to

vote your shares in accordance with your instructions and in their discretion with respect to any other matter that

properly comes before the Annual Meeting or any adjournments or postponements thereof.

3

The procedures for voting are as follows:

Stockholder of Record

If you are a stockholder of record, you may vote at the Annual Meeting online by logging in at

www.virtualshareholdermeeting.com/CV2026 and entering the 16-digit control number listed on your proxy card.

Alternatively, you may vote by proxy before the Annual Meeting in the following ways:

•via the Internet at www.ProxyVote.com;

•by telephone by calling 1-800-690-6903; or

•by signing and returning the proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way,

Edgewood, NY 11717.

Whether or not you plan to attend the Annual Meeting online, we encourage you to vote by proxy to ensure your

vote is counted. Even if you have submitted a proxy before the Annual Meeting, you may still attend the Annual

Meeting online and vote online. In such case, your previously submitted proxy will be disregarded.

Beneficial Owner

If you are a beneficial owner, you should have received a voting instruction card and voting instructions with

these proxy materials from your broker. To ensure your vote is counted, you must complete and mail the voting

instruction card. To vote at the Annual Meeting online, you must obtain a valid proxy from your broker. Follow

the instructions from your broker included with these proxy materials, or contact your broker to request a proxy

form.

Who counts the votes?

A delegate of Broadridge Financial Solutions, Inc. will serve as the inspector of election (the “Inspector of

Election”).

How are votes counted?

Votes will be counted by the Inspector of Election, who will separately count (i) with respect to Proposal 1,

“For  All ” votes , “Withhold All” votes, "For All Except" votes (including for which individual nominee(s) the

authority to vote has been withheld) and broker non-votes and (ii) with respect to Proposal 2, “For ” votes,

“Against” votes , and abstentions.

What are “broker non-votes”?

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the

broker of the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in “street

name,” the beneficial owner of the shares is entitled to give voting instructions to the broker holding the shares.

If the beneficial owner does not provide voting instructions, the broker can still vote the shares with respect to

matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a

broker or other stockholder of record indicates on a proxy that it does not have discretionary authority to vote

certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to

that proposal. Accordingly, if you own shares in “street name,” please be sure to instruct your broker how to vote

to ensure that your vote is counted on each of the proposals.

Which proposals are considered “routine” or “non-routine?”

Proposal 2, or the ratification of the appointment of Baker Tilly US, LLP, as our independent registered public

accounting firm for the year ending December 31, 2026, is considered routine under applicable rules. A broker

may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection

with Proposal 2.

Proposals 1, or the election of directors is considered non-routine under applicable rules. A broker cannot vote

without instructions on non-routine matters, and therefore there may be broker non-votes on Proposals 1.

4

How many votes are needed to approve the proposal?

With respect to Proposal 1, a plurality of the votes cast shall be sufficient to elect a director.

With respect to Proposals 2, the affirmative vote of the holders of a majority in voting power of the votes cast

(excluding abstentions and broker non-votes) is required for approval.

How many votes do I have?

On each proposal, you have one vote for each share of common stock you own as of the Record Date.

What if I return a proxy card but do not make specific choices?

If we receive a signed and dated proxy card that does not specify how your shares are to be voted, your shares

will be voted as follows:

•“For” the election (re-election) of the three Class I directors to hold office until our 2029 annual

meeting of stockholders;

•“For” the ratification of the appointment of Baker Tilly US, LLP, as our independent registered

public accounting firm for the year ending December 31, 2026.

If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on

your proxy card) will vote your shares in his or her discretion.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors,

officers, and employees may also solicit proxies in person, by telephone, or by other means of communication.

Directors, officers, and employees will not be paid any additional compensation for soliciting proxies. We may

also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial

owners.

What does it mean if I receive more than one set of materials?

If you receive more than one set of materials, your shares are registered in more than one name or are

registered in different accounts. In order to vote all the shares you own, you must either sign and return all of

the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards.

Can I change my vote after submitting my proxy?

Yes, you can revoke your proxy at any time before the final vote at the Annual Meeting. If you are a stockholder

of record, you may revoke your proxy by:

•submitting another properly completed proxy with a later date;

•sending a written notice that you are revoking your proxy to our Associate Director of HR and

Office Management at 18805 Cox Avenue, Suite 250, Saratoga, California, 94085; or

•attending the Annual Meeting online and voting during the Annual Meeting. Simply attending the

Annual Meeting online will not, by itself, revoke your proxy.

If your shares are held by your broker, you should follow the instructions provided by them.

How do I attend the virtual Annual Meeting?

The live audio webcast of the Annual Meeting will begin promptly at 09:00 a.m. Pacific Daylight Time on June

11, 2026. Online access to the audio webcast will open approximately 15 minutes prior to the start of the Annual

Meeting to allow time for our stockholders to log in and test their devices’ audio system. We encourage you to

access the meeting in advance of the designated start time.

To attend the Annual Meeting, you will need to log in at www.virtualshareholdermeeting.com/CV2026 by using

the 16-digit control number listed on your proxy card.

5

Is technical assistance provided before and during the virtual Annual Meeting?

Beginning 15 minutes prior to the start of and during the virtual Annual Meeting, we will have support team

ready to assist stockholders with any technical difficulties they may have accessing or hearing the virtual

meeting.

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call

the technical support number that will be posted on the virtual stockholder meeting log in page.

When are stockholder proposals due for next year’s Annual Meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by

December 29, 2026, (which is the 120 days prior to the first anniversary of the mailing date of this Proxy

Statement) ,to our Corporate Secretary at 18805 Cox Avenue, Suite 250, Saratoga, California 95070; provided,

however, that if the date of the next year's annual meeting is more than 30 days from June 11, 2027, the

deadline is a reasonable time before we begin to print and send our proxy materials for next year’s annual

meeting.

Pursuant to our bylaws, in order for a stockholder to present a proposal for next year’s annual meeting, other

than proposals to be included in the proxy statement as described above, or to nominate a director, you must do

so between February 11, 2027 and March 13, 2027; provided, however, that if the date of that annual meeting is

more than 30 days before or more than 60 days after June 11, 2027, you must give notice not more than the

120th day prior to such annual meeting, and not later than the 90th day prior to such annual meeting or, if later,

the 10th day following the day on which public disclosure of the date of such annual meeting is first made. You

are also advised to review our bylaws, which contain additional requirements about advance notice of

stockholder proposals and director nominations. In addition to satisfying the foregoing requirements under our

bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director

nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), no later than 60 days prior to the

anniversary of the previous year’s annual meeting (no later than April 12, 2027 for the 2027 annual meeting of

stockholders). If the date of the 2027 annual meeting of stockholders is changed by more than 30 days from the

anniversary of the Annual Meeting, then notice must be provided by the later of 60 days prior to the date of the

2027 annual meeting of stockholders or the 10th day following the day on which public announcement of the

date of the 2027 annual meeting of stockholders is first made.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if the holders of a

majority in voting power of the shares of common stock issued and outstanding and entitled to vote are present

in attendance online or represented by proxy at the Annual Meeting. On the Record Date, there were

49,849,728 shares outstanding and entitled to vote. Accordingly, 24,924,865 shares must be represented by

stockholders present at the Annual Meeting online or by proxy to have a quorum.

Your shares will be counted toward the quorum only if you submit a valid proxy or vote at the Annual Meeting

online. Abstentions and broker non-votes will be counted toward the quorum requirement. If there is no quorum,

either the chair of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the

Annual Meeting, in attendance online or represented by proxy, may adjourn the Annual Meeting to another time

or place.

How can I find out the results of the voting at the Annual Meeting?

Voting results will be announced by the filing of a Current Report on Form 8-K within four business days after

the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on

Form 8-K within four business days of the day the final results are available.

Implications of being an “emerging growth company.”

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012

and, as such, have elected to comply with certain reduced public company reporting requirements. These

reduced reporting requirements include reduced disclosure about our executive compensation arrangements

and no non-binding advisory votes on executive compensation. We will remain an emerging growth company

until the earlier of: (a) the last day of the fiscal year following the fifth anniversary of the consummation of our

6

initial public offering, (b) the last day of the fiscal year in which we have total annual gross revenue of at least

$1.235 billion, (c) the last day of the fiscal year in which we are deemed to be a large accelerated filer, which

means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last

business day of the second fiscal quarter of such year, or (d) the date on which we have issued more than $1.0

billion in non-convertible debt during the prior three-year period.

7

PROPOSAL NO. 1

ELECTION (RE-ELECTION) OF DIRECTORS

Our Board currently consists of seven members who are divided into three classes, designated as Class I,

Class II, and Class III. Each class has a staggered, three-year term. Class I directors’ terms expire at the Annual

Meeting, Class II directors’ terms expire at the 2027 annual meeting of stockholders, and Class III directors’

terms expire at the 2028 annual meeting of stockholders. At each annual meeting of stockholders, directors

whose terms are expiring will be succeeded by newly-elected directors, who will serve from the time of their

election and qualification until the third subsequent annual meeting of stockholders. Vacancies on the Board

may be filled by persons elected by a majority of the remaining directors, and such persons shall serve for the

remainder of the full term of the class of directors in which the vacancy occurred and until their successors are

elected and qualified.

The following table sets forth information with respect to our director nominees and continuing directors, as of

April 13, 2025:

				Committee
Name		Age		Audit		Compensation
Class I Directors - Term expiring at the Annual Meeting; nominees for re-election at the Annual Meeting
Joanne Imperial, M.D.		76				X
Wen-Herng (Henry) King		62		X
Michele Harari		53				X
Class II Directors -Term expiring at the 2027 annual meeting of stockholders
Julia Gouw (1)		66		X
Hui-Ying (Patty)  Kuo		55		X
Class III Directors -Term expiring at the 2028 annual meeting of stockholders
Chen Lung Tsai (2)		74				X
Kang-Huai (Johnny) Wang (3)		69

_______________________________________________________________________________________

(1)Ms. Gouw, Julia is the Company’s Audit Committee Chair.

(2)Mr. Tsai, Chen Lung is the Company’s Board of Directors Chair and Compensation Committee Chair.

(3)Mr. Wang, Kang-Huai (Johnny) is the Company’s President and Chief Executive Officer.

The CapsoVision Board of Directors has two standing committees: (a) an Audit Committee, and (b) a

Compensation Committee. The Board does not have a Nominating and Governance Committee, as the Board

has determined that the functions of a nominating committee can be adequately fulfilled by the independent

directors.

The Board has nominated Joanne Imperial, M.D., Wen-Herng (Henry) King and Michele Harari to serve as

Class I directors until the 2029 annual meeting of stockholders or until their successors are duly elected and

qualified. Dr. Imperial, Mr. King and Ms. Harari have agreed to serve if elected, and there is no reason to believe

that any of Dr. Imperial, Mr. King or Ms. Harari will be unable to serve.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the re-election of

Dr. Imperial, Mr. King and Ms. Harari as Class I directors. In the event that any of the nominees should be

unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of

such substitute nominee as the Board may propose.

Director Biographies

Brief biographies of our Class I director nominees (Joanne Imperial, M.D., Wen-Herng (Henry) King and Michele

Harari) as well as our continuing Class II directors (Julia Gouw and Hui Ying (Patty) Kuo) and Class III directors

(Kang-Huai (Johnny) Wang and Chen Lung Tsai) are set forth below.

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Nominees for Election to the Board of Directors

Joanne Imperial, M.D. has served as a member of our board of directors since 2025. Dr. Imperial has served

as Chief Medical Officer at HepQuant LLC since March 2025 and as Director, Medical and Scientific Affairs at

HepQuant LLC from November 2024 to March 2025. Dr. Imperial also served as Senior Medical Director for

Fortea from September 2020 to October 2024; as Vice President for Blade Therapeutics from February 2019 to

September 2020; as Senior Medical Director for Conatus Pharmaceuticals from February 2017 to February

2019; as Medical Director for Fibrogen from August 2014 to February 2017; and as Medical Director, Medical

Affairs for Onyx Pharmaceuticals from August 2010 to August 2014. Dr. Imperial also served in various

academic and professorship roles at Stanford University from April 1995 to February 2017; and as Clinical

Associate at University of California, San Francisco from August 2007 to February 2010. Dr Imperial holds a

B.S. in Psychology from Thomas Moore University and a M.D. from New York Medical College. Dr. Imperial

completed her residency in medicine and fellowship in clinical nutrition/gastroenterology at New England

Deaconess Hospital and also received her fellowship in gastroenterology from California Pacific Medical Center

and University of California, San Francisco, and received her fellowship in Transplant Hepatology from

University of Pittsburgh.

Wen-Herng (Henry) King has served as a member of our board of directors since 2025. Mr. King has served

as Chairman of Kashman Investment since 2015 as an independent director of Panram International since

2017; and as a director of Golden Bridge Electech since 2016 as an independent director of Brinno since 2025;

and an independent director of Edom since 2025. Mr. King has also served as an independent director of

Silergy Corp from 2019 to 2025; as an independent director Chip Hope Ltd from 2015 to 2024; as Managing

Director at Goldman Sachs Asia from 2006 to 2012; as well as various other finance roles in investment

companies. Mr. King holds a B.S. in Electrical Engineering from National Central University in Taiwan, an M.B.A.

from Loyola University of Chicago, an Executive M.B.A. from Fudan University in China and an Executive

M.B.A. from National Taiwan University in Taiwan.

Michele Harari has served as a member of our board of directors since 2025. Ms. Harari currently owns and

maintains a sustainable ranch where she oversees operations that include an AI-enabled agricultural venture.

From 2016 to 2021, Ms. Harari served as the founder of Juju Life, an integrative therapies company; and prior

to 2016, co-founded the Los Gatos School of Music. Ms. Harari attended Brandeis University where she

obtained a B.A. in General Science and a minor in Creative Writing.

Continuing Directors

Chen Lung Tsai has served as Chairman of the Board since 2025 and has been a member of our board since

2014. Mr. Tsai also served as the Chairman of the Board for One Test Systems from 2018 to 2023; as USA

Representative for TeraPower from 2016 to 2018; as Chief Operations Officer and board director for Lucis-Tech

from 2015 to 2016; as President of Operations and Senior Vice President (“SVP”) of Manufacturing Operations

for Greenliant Systems from 2010 to 2015; as SVP of Worldwide Backend Operations and a board director for

Silicon Storage Technology from 1996 to 2010, as a board director of PTI and KYE from 2000 to 2010 as well

as various other engineering roles in the semiconductor manufacturing industry. Mr. Tsai holds a B.S. from

Show Chu University, and a M.S. in Physics and Electrical Engineering from the Florida Institute of Technology.

Julia Gouw has served as a member of our board of directors since 2025. Ms. Gouw has served as a board

member of ECMC Group since 2015; and as Chair of the Board for Piermont Bank since 2019. Ms. Gouw also

served as a board member and Chair of the Audit Committee for Vizio from 2021 to 2024; as the President and

Chief Operating Officer of East West Bank from 2008 to 2016, Chief Financial Officer from 1994 to 2008, and

Controller from 1989 to 1994; and as Senior Audit Manager at KPMG from 1983 to 1989. Ms. Gouw holds a

B.S. in Accounting from the University of Illinois at Urbana-Champaign.

Hui Ying (Patty) Kuo has served as a member of our board of directors since 2024. Ms. Kuo has served as the

Corporate Governance Officer for Asia Vital Components Co. since 2020; its Executive Committee Member of

Sustainability Development Committee since 2022, and its Director of Operations Audit Department since 2007

as a Director for Furukawa Electric since 2005; and as a Director for Hongye Investment company since 2011.

Ms. Kuo has also served as Acting Spokesperson for Asia Vital Components Co. from 2016 to 2023, as its Audit

Supervisor from 2007 to 2020 and as its IPO Project Manager from 2001 to 2007; as Underwriting staff for

Yuanta Securities Co. from 1996 to 2001; and as Audit Staff for PwC Taiwan, from 1992 to 1996. Ms. Kuo holds

a B.S. in Accounting and an M.B.A. from Soochow University in Taiwan.

9

Kang-Huai (Johnny) Wang is a co-founder, a member of our board of directors, and has served as President

and Chief Executive Officer since November 2024. Previously, he served as CapsoVision’s President and Chief

Technology Officer from October 2006 to October 2024. Prior to joining the Company, Mr. Wang was Vice

President of Engineering for ESS Technology, then a public company in multi-media chip design; Chief

Technology Officer president and co-founder of Divio, Inc, a video processing chip design company; and as

Design Manager for C-Cube Microsystem, an IC design house. Mr. Wang has also held various engineering

roles in the semiconductor industry. Mr. Wang holds a B.S. in electronic engineering from National Chiao-Tung

University in Taiwan, and a M.S.E.E. summa cum laude in electrical engineering from Texas A&M University. Mr

Wang is not an independent director for purposes of the Nasdaq ’s independence standards as a result of Mr.

Wang’s employment as CapsoVision’s President and Chief Executive Officer.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FOR THE ELECTION OF THE NAMED NOMINEES.

10

PROPOSAL NO. 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

The Audit Committee has appointed Baker Tilly US, LLP ("Baker Tilly") as our independent registered public

accounting firm for the year ending December 31, 2026, and is seeking ratification of such selection by our

stockholders at the Annual Meeting. Baker Tilly has audited our financial statements for each of our fiscal years

since the fiscal year ended December 31, 2024. Representatives of Baker Tilly are expected to be in attendance

online at the Annual Meeting, will have an opportunity to make a statement if they so desire, and will be

available to respond to appropriate questions.

Although ratification of the Audit Committee’s appointment of Baker Tilly is not required, we value the opinions

of our stockholders and believe that stockholder ratification is a good corporate governance practice. In the

event of a negative vote on this proposal, the Audit Committee will reconsider its selection. Even if the selection

is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public

accounting firm at any time during the year if it determines that such a change would be in the best interests of

our Company and our stockholders.

Principal Accountant Fees and Services

The following table represents aggregate fees billed by Baker Tilly relating to the fiscal years ended December

31, 2025 and 2024.

	Year Ended December 31,
	2025		2024
Audit Fees(1)	$957,600		$617,750
Audit–Related Fees	—		—
Tax Fees	—		—
All Other Fees(2)	600		1,030
Total Fees	$958,200		$618,780

_____________________________________________________________________________________

(1)“Audit Fees” consist of fees for professional services provided primarily in connection with the annual audit of our financial

statements, quarterly reviews and services associated with SEC registration statements and other documents issued in

connection with our initial public offering including comfort letters and consents.

(2)““All Other Fees” consist of fees billed for out-of-pocket expenditures reimbursement

Pre-Approval Policies and Procedures

The Audit Committee’s charter mandates that the Audit Committee shall pre-approve any audit and non-audit

service provided to the Company by the independent auditor, unless the engagement is entered into pursuant to

appropriate preapproval policies established by the Committee or if such service falls within available

exceptions under SEC rules.

In accordance with the charter, the Audit Committee approved all of the audit, audit-related, tax, and other

services provided by Baker Tilly for 2025, including the audit, audit-related, tax, and other services provided by

Baker Tilly following our initial public offering, and in each case, the estimated costs of those services. Actual

amounts billed, to the extent in excess of the estimated amounts, are periodically reviewed and approved by the

Audit Committee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee has reviewed and discussed our consolidated audited financial statements for fiscal year

2025 with management. The Audit Committee has discussed with Baker Tilly US, LLP, our independent

registered public accounting firm, the matters required to be discussed by the applicable requirements of the

Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission (the

“SEC”).

The Audit Committee has received the written disclosures and the letter from Baker Tilly US, LLP required by

the PCAOB regarding communications with the Audit Committee regarding independence, and has discussed

with Baker Tilly US, LLP its independence. Based on the review and discussions described above, among other

things, the Audit Committee recommended to the Board that the consolidated audited financial statements be

included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Audit Committee

Julia Gouw, Chair

Wen-Herng (Henry) King

Hui Ying (Patty) Kuo

12

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Code of Conduct

We have adopted the CapsoVision Code of Ethics and Business Conduct (the “Code of Conduct”) that applies

to all our officers, directors, employees, consultants, agents, and representatives, including our principal

executive officer, principal financial officer, and principal accounting officer or controller, or persons performing

similar functions. The Code of Conduct contains general guidelines for conducting the business of our company

consistent with the highest standards of business ethics and is intended to qualify as a “code of ethics” within

the meaning of Section 406 of the Sarbanes-Oxley Act of 2002 and Item 406 of Regulation S-K. In addition, we

intend to disclose any future amendments to certain provisions of our code of business conduct and ethics, or

waivers of such provisions applicable to our directors, officers, and employees, including our principal executive

officer, principal financial officer, principal accounting officer or controller, or persons performing similar

functions, and agents and representatives, on our website identified

below  or in public filings.

A copy of our Code of Conduct is available on our website at https://investors.capsovision.com. Reference to

our website does not constitute incorporation by reference of the information contained at or available through

our website into this Proxy Statement.

Corporate Governance Guidelines

To guide the operation and direction of the Board and its Committees, our Board adopted the Corporate

Governance Guidelines in order to ensure that it has the necessary practices in place to review and evaluate

our business operations as needed and to make decisions that are independent of our management. Our Board

believes good corporate governance is fundamental to the success of our business. We regularly evaluate our

corporate governance practices in light of applicable changes in Delaware law, the rules and listing standards of

the Nasdaq Stock Market ("Nasdaq"), and the rules and regulations of the SEC, as well as best practices

suggested by recognized governance authorities and through stockholder engagement and make modifications

to our corporate governance practices. A copy of our Corporate Governance Guidelines is available on our

website at https://investors.capsovision.com.

Independence of the Board

Under the Nasdaq rules and regulations, a majority of the members of a listed company’s board of directors

must qualify as “independent,” as affirmatively determined by such board. The Board consulted with the

Company’s counsel to ensure that the Board’s determinations are consistent with all relevant securities and

other laws and regulations regarding the definition of “independent,” including those set forth in pertinent

Nasdaq listing standards, as in effect from time to time.

Consistent with these considerations, our Board has determined that all of our directors, other than Kang-Huai

(Johnny) Wang, qualify as “independent” directors in accordance with the Nasdaq listing requirements. Mr.

Wang is not considered independent due to his position as our President and Chief Executive Officer. The

Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not

been for at least three years, one of our employees and that neither the director nor any of his or her family

members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules,

our Board has made a subjective determination as to each independent director that no relationship exists,

which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the

responsibilities of a director. In making these determinations, our Board reviewed and discussed information

provided by the directors and us with regard to each director’s business and personal activities and

relationships as they may relate to us and our management. There are no current family relationships among

any of our directors or executive officers.

As required under Nasdaq rules and regulations, our independent directors meet in regularly scheduled

executive sessions at which only independent directors are present. Each of the Audit Committee and

Compensation Committee of our Board is comprised entirely of directors determined by the Board to be

independent within the meaning of Nasdaq and SEC rules and regulations applicable to the members of such

committees.

13

Leadership Structure of the Board

Our bylaws and Corporate Governance Guidelines provide our Board with flexibility to combine or separate the

positions of Chair of the Board and Chief Executive Officer and to implement a lead director in accordance with

its determination regarding which structure would be in the best interests of the Company. Mr. Tsai currently

serves as the Chair of the Board.

Our Board has concluded that our leadership structure is appropriate at this time because it facilitates effective

oversight and further strengthens the Board’s independent leadership and commitment to sound governance.

This also allows our Chief Executive Officer to focus on the day-to-day business of CapsoVision, while allowing

the Chair of the Board to lead our Board in its oversight of management. However, our Board will continue to

periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Role of Board in Risk Oversight Process

Risk assessment and oversight are an integral part of our governance and management processes. Our Board

encourages management to promote a culture that incorporates risk management into our corporate strategy

and day-to-day business operations. Management discusses strategic and operational risks at regular

management meetings, and conducts specific strategic planning and review sessions during the year that

include a focused discussion and analysis of the strategic risks facing us. Throughout the year, senior

management reviews these strategic risks with the Board at regular Board meetings as part of management

presentations that focus on particular business functions, operations or strategies and presents the steps taken

by management to mitigate or eliminate such risks.

Our Board does not have a standing risk management committee, but rather administers this oversight function

directly through our Board as a whole, as well as through various standing committees of our Board that

address risks inherent in their respective areas of oversight. While our Board is responsible for monitoring and

assessing strategic risk exposure, our Audit Committee is responsible for overseeing the management of risks

related to accounting matters and financial reporting, company-wide information security risk assessment

processes, cybersecurity and data privacy risk management, FDA and healthcare regulatory risk management

and major financial risk exposures. The Audit Committee then reviews these matters with the full Board as part

of the Audit Committee’s reports at regular Board meetings. The Audit Committee also approves or disapproves

related-party transactions. Our Board of Directors acts in lieu of the Nominating Committee and monitors the

effectiveness of our Corporate Governance Guidelines and risks related to environmental, social, and

governance issues and oversees management succession planning. Our Compensation Committee assesses

and monitors our compensation policies and programs.

Board Committees

Our Board has the following standing committees: an Audit Committee and a Compensation Committee. Our

Board may establish other committees to facilitate the management of our business. The composition and

functions of each committee are described below.

Audit Committee

Our Audit Committee oversees our corporate accounting and financial reporting process. Among other matters,

the Audit Committee:

•appoints, compensates, retains, and oversees the independent auditor and any

other audit firms. It ensures auditors report directly to the Committee and resolves

disputes between auditors and management regarding financial reporting;

•pre-approves all audit and non-audit services, subject to established policies or

SEC exceptions. The Chair may approve certain services between meetings, with

decisions reported to the full Committee;

•reviews annual disclosures of auditor relationships and evaluates their

independence. It engages in dialogue with the auditor and ensures required

rotation of audit partners;

•reviews key written communications between auditors and management, including

management letters. It also discusses required auditor reports under applicable

regulations;

14

•discusses audit problems or difficulties with the independent auditor. It also reviews

how management responds to such issues;

•reviews audited financial statements, critical accounting policies, and key

disclosures with management and auditors. It recommends whether to include the

financials in the annual Form 10-K;

•prepares a report on audited financial statements for inclusion in the Company’s

annual proxy statement;

•reviews and discusses quarterly financial statements and related disclosures with

management and auditors;

•reviews earnings press releases and financial information provided to analysts and

rating agencies;

•reviews and oversees policies and processes for managing financial, regulatory

(including FDA/healthcare), and cybersecurity risks. It monitors management’s

actions to control these risks;

•reviews and approves related party transactions in accordance with regulatory

requirements and company policy;

•reviews critical accounting policies and estimates;

•establishes procedures for handling complaints related to accounting and auditing

matters received through the compliance helpline (and other means) pursuant to

the company’s whistleblower policy. It ensures mechanisms exist for confidential

and anonymous employee reporting;

•reviews the adequacy of internal controls over financial reporting (ICFR). It

monitors actions taken to address identified material weaknesses;

•reviews and discusses the Company’s Code of Conduct and enforcement

procedures. It also considers and may grant waivers, or refer them to the Board;

•regularly reports its activities and findings to the Board of Directors;

•conducts an annual evaluation of its own performance;

•reviews and reassesses its charter annually. It recommends any proposed changes

to the Board for approval.

The current members of our Audit Committee are Julia Gouw, Wen-Herng (Henry) King, and Hui Ying (Patty)

Kuo. The Chair of the Audit Committee is Ms. Gouw. All members of our Audit Committee meet the

requirements for financial literacy under the applicable rules and regulations of Nasdaq and the SEC. Our Board

has determined that Ms. Gouw is an “audit committee financial expert” as defined under the applicable rules of

the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of

Nasdaq. Under the rules of the SEC, members of the audit committee must also meet heightened

independence standards. Our Board has determined that Ms. Gouw, Mr. King, and Ms. Kuo are “independent”

for audit committee purposes as that term is defined in the applicable rules of Nasdaq and the SEC.

The Audit Committee operates under a written charter that satisfies the applicable standards of Nasdaq and the

SEC. A copy of the Audit Committee charter is available to security holders on the Company’s website at https://

investors.capsovison.com.

Compensation Committee

Our Compensation Committee oversees policies relating to compensation and benefits of our officers and

employees. Among other matters, the Compensation Committee:

•sets and approves corporate goals for the CEO’s compensation. It evaluates the

CEO’s performance against those goals and determines or recommends

compensation accordingly. The CEO is excluded from deliberations and voting on

their own compensation;

•oversees performance evaluations of executive officers other than the CEO. Based

on these evaluations, it approves or recommends their compensation to the Board;

•reviews director compensation, including cash and equity components. It makes

recommendations to the Board regarding appropriate director pay;

•oversees, approves, and administers incentive and equity-based compensation

plans. It establishes frameworks and guidelines for awards and grants cash and

equity incentives. It has authority to administer these plans unless reserved for the

full Board;

15

•reviews and performs the Compensation Discussion and Analysis (CD&A) with

management. It determines whether to recommend its inclusion in required filings

such as the Form 10-K or proxy statement;

•administers and oversees compliance with compensation recovery (clawback)

policies. It ensures these policies align with SEC and Nasdaq requirements;

•reviews and approves employment and severance agreements for executive

officers to ensure consistency with the Company’s compensation strategy and

governance standards;

•oversees compensation policies, benefits programs, and overall compensation

philosophy. It periodically reviews alignment with long-term stockholder interests

and company objectives;

•prepares the annual Compensation Committee Report to ensure it supports

regulatory disclosures related to executive compensation;

•reviews strategies and practices related to human capital management. This

includes diversity, equity, and inclusion, workplace culture, employee engagement,

and talent development and retention;

•regularly reports its activities and decisions to the Board of Directors. This ensures

transparency and alignment with overall governance;

•conducts an annual evaluation of its own performance. This helps ensure

effectiveness and continuous improvement;

•reviews and reassesses its charter annually. It recommends any updates or

changes to the Board for approval.

The current members of our Compensation Committee are Chen Lung Tsai, Joanne Imperial, M.D. and Michele 

Harari. The Chair of the Compensation Committee is Mr. Chen Lung Tsai. Each of the members of our

Compensation Committee is independent under the applicable rules and regulations of Nasdaq and is a “non-

employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The Compensation Committee operates under a written charter that satisfies the applicable standards of

Nasdaq and the SEC. A copy of the Compensation Committee charter is available to security holders on the

Company’s website at https://investors.capsovision.com.

The Compensation Committee has retained Equity Methods®, a leading national financial reporting, human

resources advisory and valuation consulting firm to perform a market research analysis for on our various

executive positions and to assist the committee in developing appropriate incentive plans for our executives on

an annual basis.

In compliance with the disclosure requirements of the SEC regarding the independence of compensation

consultants, Equity Methods addressed each of the six independence factors established by the SEC with the

Compensation Committee. Each of the responses affirmed the independence of Equity Methods on executive

compensation matters. Based on this assessment, the Compensation Committee determined that the

engagement of Equity Methods does not raise any conflicts of interest or similar concerns. In addition, the

Compensation Committee evaluated the independence of its other outside advisors to the Compensation

Committee, including outside legal counsel, based on the same independence factors and concluded their

service does not raise any conflicts of interest.

In addition to advice provided by outside consultants, our executive officers submit proposals to our

Compensation Committee regarding our executive and director compensation. Our President and Chief

Executive Officer, Mr. Wang, also serves on our Board. By serving multiple roles, Mr. Wang is uniquely

positioned to help the Board and the Compensation Committee in many of its compensation decisions as he

possesses detailed knowledge of the issues, opportunities and challenges we face, our business, and our

industry, which help him to identify the key performance measures and indicators that may be used in setting

incentive-based compensation. In his role as our President and Chief Executive Officer, Mr. Wang is also close

enough to our day-to-day operations to be able to identify key contributors and top performers within the

Company, so as to ensure that their compensation accurately reflects their responsibilities, performance, future

expectations, and experience levels. While Mr. Wang recuses himself from any Board discussions that involve

her own compensation, her recommendations and feedback, along with the feedback and recommendations of

our other senior executive officers, are often taken into consideration by the board and the Compensation

Committee when setting compensation levels.

16

Board of Directors in lieu of Nominating and Governance Committees

The Board is responsible for nominating members for election to the Board by the Company’s stockholders at

the annual meeting of stockholders. The Board is also responsible for filling vacancies on the Board that may

occur between annual meetings of stockholders. The Board does have a Nominating and Governance

Committee. The Board has determined that the functions of a nominating committee can be adequately fulfilled

by our independent directors. The independent directors are responsible for identifying, evaluating and

recommending to the Board individuals qualified to become members of the Board, in accordance with our

Bylaws and consistent with the criteria, policies and principles set by the Board and any additional criteria (such

as experience, qualifications, attributes and skills) desired for directors and director candidates as may be

determined from time to time by the Board. Stockholders may also recommend director candidates for election

to the Board, and the independent directors will consider such director candidates in the same manner and

using the same criteria as that used for any other director candidate.

Stockholders who wish to recommend a director candidate for consideration by the independent directors and

the Board should submit their recommendation in writing to the independent directors, care of the Secretary of

the Company, no later than the January 1 prior to the next annual meeting of stockholders. Such

recommendation must include all information about the stockholder and the candidate otherwise required for

director nominations by a stockholder pursuant to the Company’s Bylaws. The independent directors may

request additional information concerning such director candidate as it deems reasonably required to determine

the eligibility and qualification of the director candidate to serve as a member of the Board.

The independent directors are responsible for reviewing and recommending to the Board from time to time the

knowledge, experience, skills, expertise and diversity or other criteria desired for directors and director

candidates. In considering candidates for nomination or appointment to the Board, the Board also intends to

consider such factors as whether the director candidate possesses skills and knowledge in the areas of

leadership of large, complex organizations, finance, strategic planning, legal, government relations and relevant

industries, especially the healthcare and cancer therapy industries. In conducting its assessment, the Board

considers diversity, ability, judgment, skills and experience in the context of the needs and current make-up of

the Board of Directors, and also considers whether the candidate is an independent director for purposes of the

Nasdaq rules and whether the candidate satisfies other qualification requirements for service on committees of

the Board. In the case of incumbent directors whose terms of office are set to expire, the Board reviews such

directors’ overall service to the Company during their term, including the number of meetings attended, level of

participation, quality of performance, and any other relationships and transactions that might impair such

directors’ independence.

The Board and the Company wish to maintain a Board composed of members who can productively contribute

to the success of the Company. From time to time, the Board may change the criteria for Board membership to

maximize the opportunity to achieve this success. When this occurs, existing members will be evaluated

according to the new criteria. A director who no longer meets the complete criteria for board membership may

be asked to adjust his or her committee assignments or resign from the Board.

The details for nominating directors are set out in our written Corporate Governance Guidelines that satisfies

the applicable standards of Nasdaq and the SEC. The independent directors review and assess at least

annually the adequacy of Corporate Governance Guidelines and recommend any proposed changes to the

Board for approval. A copy of the Corporate Governance Guidelines is available to security holders on the

Company’s website at https://investors.capsovision.com.

Meetings of the Board, Board and Committee Member Attendance, and Annual Meeting Attendance

Our Board met 11 times during 2025. The Audit Committee met 2 times. The Compensation Committee met 4

times. During 2025, each Board member other than Joanne Imperial, M.D. attended at least 75% of the

meetings of the Board and of the committees of the Board on which he or she served, in each case, to the

extent appointed as a Board member at the relevant time of each meeting. While we encourage all of our

directors and nominees for director to attend our annual meeting of stockholders, attendance is not mandatory.

17

Stockholder Communications with the Board

Should stockholders wish to communicate with the Board or any specified individual directors, such

correspondence should be sent to the attention of our Secretary of the Company at 18805 Cox Avenue, Suite

250, Saratoga, California 95070, who will forward the communication to our Board.

Clawback Policy

On May 27, 2025 the Company has adopted the Policy Regarding the Recoupment of Certain Compensation

Payments (the “Clawback Policy”) in compliance with Nasdaq listing standards and Section 10D of the

Exchange Act effective as of the date of our initial public offering. The Clawback Policy applies to current and

former Section 16 officers and requires us, subject to limited exemptions provided by the Nasdaq rules, to

recoup incentive-based compensation (as that term is defined in Section 10D of the Exchange Act) erroneously

received after the date of our initial public offering and within the three fiscal years preceding the date an

accounting restatement is determined to be required. A copy of our Clawback Policy is filed with our Annual

Report.

Insider Trading Policy

We have adopted an insider trading compliance policy and procedures titled CapsoVision Insider Trading Policy

(the “Insider Trading Policy”), which governs the purchase, sale, and other dispositions of our securities by

directors, officers, and employees. Our Insider Trading Policy is designed to promote compliance with insider

trading laws, rules, regulations, applicable Nasdaq listing standards, as well as procedures designed to further

the foregoing purposes.

Our Insider Trading Policy also prohibits covered individuals, including our named executive officers (“NEOs”),

from engaging in short sales, transactions in put or call options, hedging transactions, margin accounts,

pledges, or other inherently speculative transactions with respect to our stock at any time.

Equity Award Timing Policies and Practices

Our Compensation Committee’s practice has generally been to grant annual equity awards, including grants of

options to purchase our common stock to our NEOs and other continuing employees, at one of its first regular

meetings of each fiscal year, which is usually scheduled well in advance. Additionally, the Compensation

Committee retains discretion to grant equity awards at other times when and as the Compensation Committee

may determine to be appropriate, such as for newly hired employees or officers or newly appointed directors.

The release of material nonpublic information is not taken into account in determining the timing and terms of

equity award grants, and the Company does not time the disclosure of material nonpublic information for the

purpose of affecting the value of executive compensation.

Generally, exercise prices of stock options are based on the closing price of the underlying common stock on

the grant date, subject to the applicable rules for options granted  under the 2025 Stock Plan (the “2025 Plan”).

There were no grants of options to our NEOs within four business days before or one business day after the

release of material nonpublic information on Forms 8-K, 10-Q, or 10-K during the year ended December 31,

2025. As such, no table of such option grants is presented under Item 402(x) of Regulation S-K.

18

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Policies and Procedures for Related Person Transactions

Our Board has adopted a written related person transaction policy setting forth the policies and procedures for

the review and approval or ratification of related person transactions. This policy covers, with certain exceptions

set forth in Item 404 of Regulation S-K under the Securities Act of 1933, as amended, any transaction,

arrangement or relationship, or any series of similar transactions, arrangements or relationships in which we

were or are to be a participant, where the amount involved exceeds $120,000, and a related person had or will

have a direct or indirect material interest A related person  is defined as our executive officers, directors,

director nominees, beneficial owners of more than 5% of any class of our voting securities and any immediate

family member  of any of the foregoing persons. In reviewing and approving any such transactions, our Audit

Committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the

transaction is on terms comparable to those that could be obtained in an arm’s length transaction with an

unrelated third party and the extent of the related party’s interest in the transaction.

We describe below transactions and series of similar transactions, since January 1, 2024, to which we were a

party or will be a party, in which:

•the amount involved exceeded or will exceed the lesser of $120,000 or one percent

of the average of our total assets at year-end for the last two completed fiscal

years; and

•any of our directors, executive officers, or holders of more than 5% of our common

stock, or an immediate family member thereof, had or will have a direct or indirect

material interest.

Preferred Stock Financings

From January 1, 2022 through December 31, 2024, we issued and sold to investors in private placements an

aggregate of 9,946,143 shares of our Series H preferred stock at a purchase price of $4.83 per share, for

aggregate consideration of approximately $48.02 million. Since January 1, 2025, we have not issued or sold

any shares of Series H preferred stock.

The following table sets forth the aggregate number of shares of our capital stock acquired by beneficial owners

of more than 5% of our capital stock in the financing transaction described above during the period from

January 1, 2022 through December 31, 2024. Each share of our preferred stock identified in the following table

has been converted into shares of common stock immediately upon the closing of our IPO.

Name(1)		Series H Preferred Stock (#)		Aggregate Cash    Purchase Price ($)
Eliyahou Harari		2,428,425		$11,725,649.18
Ching-Hang Shen		3,903,099		$18,846,112.43

(1)For additional information regarding these shareholders and their equity holdings, see "Security Ownership of Certain

Beneficial Owners and Management."

Investor Loan

On May 27, 2025, we entered into a promissory note with Ching-Hang Shen, one of our existing 5% and greater

stockholders, pursuant to which Mr. Shen provided to us a loan in a principal amount of $1,000,000 (such loan,

the “Investor Loan”) on May 28, 2025. The Investor Loan (i) has an interest rate equal to one percent (1%) per

month, assuming a month of thirty (30) days and (ii) will mature not later than ten (10) business days following

the consummation of this offering. In connection with the repayment of the Investor Loan, we issued to Mr. Shen

7,508 shares of our common stock on July 11, 2025.

Director and Executive Officer Compensation

See sections “Executive Compensation” and “Director Compensation” for information regarding compensation

of our directors and executive officers.

19

Employment Agreements

We have entered into employment agreements with our executive officers other than with Kang-Huai (Johnny)

Wang. For more information regarding these agreements, see “Executive Compensation—Executive and

Severance Arrangements.”

Indemnification Agreements and Directors’ and Officers’ Liability Insurance

We have entered into indemnification agreements with each of our directors and executive officers. These

agreements, among other things, require us to indemnify each director and executive officer to the fullest extent

permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, penalties,

fines, and settlement amounts incurred by the director or executive officer in any action or proceeding, including

any action or proceeding by or in right of us, arising out of the person’s services as a director or executive

officer. We have obtained an insurance policy that insures our directors and officers against certain liabilities,

including liabilities arising under applicable securities laws.

Joanne Imperial M.D. Consulting Agreement

The Company entered into a consulting agreement with Joanne Imperial, M.D. on July 23, 2025 (the

“Consulting Agreement”). Pursuant to the Consulting Agreement, Dr. Imperial was paid $2,750 in 2025 in

consideration of her consulting services. Under the Consulting Agreement, Dr. Imperial has agreed to provide

clinical consulting and industrial affiliation services to us. Dr. Imperial's compensation for her consulting services

is $550 per hour, up to a total of 5 hours per month, unless additional hours are pre-approved in writing by

Kang-Huai (Johnny) Wang. We have also agreed to reimburse Dr. Imperial for all reasonable expenses she

incurs in performing her service under the Consulting Agreement, provided she receives written consent from

Kang-Huai (Johnny) Wang prior to incurring such expenses and submits receipts for such expenses in

accordance with our policy and the contract terms. The Consulting Agreement continues until terminated by

CapsoVision or Dr. Imperial, and whichever party wishes to terminate must provide five (5) days’ prior written

notice to the other party.

Private Placement

On March 16, 2026, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”)

with selected accredited investors (the “Investors”), for the purposes of raising approximately $14 million in

aggregate gross proceeds for the Company (the “Private Placement”). Pursuant to the terms of the Securities

Purchase Agreement, we agreed to issue and sell to the Investors in the Private Placement an aggregate of

2,867,089 shares of common stock of the Company, par value $0.001 per share, at $4.883 per share. The

closing of the Private Placement occurred on March 16, 2026.

Two of the Investors, Star One Global Capital Limited (wholly owned by Ching-Hang Shen) and Eliyahou Harari,

were beneficial owners of more than 5% of our common stock and are therefore related persons. In connection

with the Private Placement, we issued a total of 2,047,921 shares of our common stock to Star One Global

Capital Limited at an aggregate purchase price of $10,000,000 and a total of 409,584 shares of our common

stock to Eliyahou Harari at an aggregate purchase price of $2,000,000.

20

DIRECTOR COMPENSATION

For fiscal year 2025, prior to our initial public offering, members of the Board who are not employed by us or any

of our subsidiaries ("Non-Employee Directors") were not eligible to receive compensation for their services as

directors. Kang-Huai (Johnny) Wang, our President and Chief Executive Officer who also serves on the Board,

does not receive any additional compensation for his services as a director. His compensation for 2025 is

reported below under “Executive Compensation.”

Each  Non-Employee Directors who (i) had been serving on the Board as of our initial public offering and (ii)

continued to serve on the Board following the offering was entitled to the compensation for their service as a

member of the Board of Directors provided in our Director Compensation Policy that became effective as of July

3, 2025. The Board (or any committee of the Board within the authority delegated to it) has the right to amend

the Director Compensation Policy from time to time.

Non-Employee Director Compensation Policy

Pursuant to our Director Compensation Policy, our Non-Employee Directors currently receive annual retainer

compensation as follows:

Name		Role		Director Base Compensati on (Cash)		Director Base Compensati on RSU (Value)		Committee Chair Compensati on (Cash)		Committee Member Compensati on (Cash)		Total Annual Compensation
Chen Lung Tsai		Chair, Compensati on Committee		25,000		25,000		10,000		—		60,000
Julia Gouw		Chair, Audit Committee		25,000		25,000		10,000		—		60,000
Hui Ying (Patty) Kuo		Audit Committee		25,000		25,000		—		5,000		55,000
Wen-Herng (Henry) King		Audit Committee		25,000		25,000		—		5,000		55,000
Joanne Imperial, M.D.		Comp Committee		25,000		25,000		—		5,000		55,000
Michele Harari		Comp Committee		25,000		25,000		—		5,000		55,000

The cash retainers set forth above are expressed as annualized amounts. These cash retainers are paid on a

semi-annual basis, in arrears after the end of each of the second and fourth fiscal quarters (with the cash

retainers for 2025 having been pro-rated based on the portion of the year after the effective date). If an

individual serves as a Non-Employee Director or Chair or member of a Board committee, as the case may be,

for only a portion of such period, the Non-Employee Director will be paid a pro-rata portion of the applicable

retainer for such period based on the time the individual served in the applicable position.

Under the Director Compensation Policy, each Non-Employee Director then serving on the Board receives an

annual award of restricted stock units (“RSUs”) with a grant date value of $25,000 (the "Annual Award Value"),

with the number of RSUs determined by dividing the Annual Award Value by the closing price of the Company’s

common stock on the date of grant (rounded to the nearest whole RSU). Annual RSU awards are granted on a

date during the first quarter of the year to be determined by the Board and vest in two equal installments on

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June 30 and December 31 of the applicable year. The annual awards granted to Non-Employee Directors in

2025 (which were pro-rated to reflect that the Director Compensation Policy became effective July 3, 2025) had

an Annual Award Value of $12,500 and vested in a single installment on December 31, 2025.

Each new Non-Employee Director appointed or elected to the Board receives a pro-rated initial RSU award

based on the portion of the year remaining at the time of appointment or election, vesting on the same schedule

as the annual awards granted to the Non-Employee Directors for that year. Former employees of the Company

who become Non-Employee Directors are not eligible for an initial equity award but are eligible for cash

compensation and annual equity awards on the same basis as other Non-Employee Directors.

All equity awards to Non-Employee Directors are granted under the Company’s 2025 Equity Incentive Plan (or

any successor plan) and are subject to accelerated vesting upon a change in control of the Company. The

Board (or any authorized committee thereof) may approve additional equity-based awards to Non-Employee

Directors from time to time.

Consulting Agreements with Non-Employee Directors

In addition to the Director Compensation Policy, we entered into the Consulting Agreement with Joanne

Imperial, M.D. on July 23, 2025. Under the Consulting Agreement, Dr. Imperial has agreed to provide clinical

consulting and industrial affiliation services. Dr. Imperial’s compensation for her consulting services is $550 per

hour, up to a total of 5 hours per month, unless additional hours are pre-approved in writing by Kang-Huai

(Johnny) Wang We have also agreed to reimburse Dr. Imperial for all reasonable expenses she incurs in

performing her services under the Consulting Agreement, if she receives written consent from Kang-Huai

(Johnny) Wang prior to incurring such expenses and submits receipts for such expenses in accordance with our

policy and the contract terms.

Director Compensation Table

The following table contains information concerning the compensation of our Non-Employee Directors for their

service on the Board and its committees in fiscal year 2025:

Name		Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		All Other Compensation ($)		Total ($)
Chen Lung Tsai(3)		17,500		12,501		14,217		44,218
Hui Ying (Patty) Kuo		15,000		12,501		—		27,501
Joanne Imperial, M.D.(4)		15,000		12,501		2,750		30,251
Julia Gouw		17,500		12,501		—		30,001
Michele Harari		15,000		12,501		—		27,501
Wen-Herng (Henry) King		15,000		12,501		—		27,501
Min-Yan Chen(2)		—		—		—		—
Eliyahou Harari(2)		—		—		—		—
Howard Lee(2)		—		—		—		—
Heidi Chung Sutardja(2)		—		—		—		—
Wen-Hung Tsai(2)		—		—		—		—
Peng-Jung Tseng(2)		—		—		—		—

_____________________________________________________________________________________

(1)Amounts reflect the full grant-date fair value of stock awards granted during 2025 computed in accordance with ASC Topic

718, rather than the amounts paid to or realized by the Non-Employee Director. We provide information regarding the

assumptions used to calculate the value of all stock awards made to our directors in Note 12 of the financial statements

included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 26, 2026.

(2)Mr. Min-Yan Chen, Mr. Eliyahou Harari, Mr. Howard Lee, Ms. Heidi Chung Sutardja, Mr. Wen-Hung Tsai, and Mr. Peng-

Jung Tseng resigned from our Board of Directors prior to the closing of our IPO on July 3, 2025. These individuals did not

receive any cash, equity, or other compensation for their service as directors in 2025.

(3)Mr. Chen Lung Tsai received $14,217 in total for certain health benefits paid by the Company in 2025.

(4)Dr. Joanne Imperial received $2,750 in total as consulting fees paid by the Company in 2025.

22

As of December 31, 2025, the Non-Employee Directors did not have any outstanding stock options or unvested

RSUs.

23

EXECUTIVE OFFICERS

The following is biographical information for our executive officers as of April 13, 2026:

Name		Age		Position
Kang Huai (Johnny) Wang		69		President, and Chief Executive Officer, Director (Principal Executive Officer)
David Garcia		52		Senior Vice President, Finance (Principal Financial Officer and Principal Accounting Officer)
Douglas Atkinson		58		Senior Vice President of Global Sales

Kang-Huai (Johnny) Wang is a co-founder, a member of our board of directors, and has served as President

and Chief Executive Officer since November 2024. Previously, he served as CapsoVision’s President and Chief

Technology Officer from October 2006 to October 2024. Prior to joining the Company, Mr. Wang was Vice

President of Engineering for ESS Technology, then a public company in multi-media chip design; Chief

Technology Officer president and co-founder of Divio, Inc, a video processing chip design company; and as

Design Manager for C-Cube Microsystem, an IC design house. Mr. Wang has also held various engineering

roles in the semiconductor industry. Mr. Wang holds a B.S. in electronic engineering from National Chiao-Tung

University in Taiwan, and a M.S.E.E. summa cum laude in electrical engineering from Texas A&M University. Mr

Wang is not an independent director for purposes of the Nasdaq ’s independence standards as a result of Mr.

Wang’s employment as CapsoVision’s President and Chief Executive Officer.

David Garcia joined CapsoVision as a Senior Vice President of Finance in November 2025. He oversees the

company’s financial strategy, planning, and operations. He brings more than 20 years of financial leadership

experience spanning corporate finance, capital markets, and strategic transactions. Before joining CapsoVision,

Mr. Garcia served as Vice President of Financial Planning and Analysis at Matterport, Inc. from 2020 to 2025,

where he helped lead the company’s initial public offering and played a key role in its recent acquisition. His

background also includes senior finance roles at View, Inc. from 2017 to 2020, IntelePeer Cloud

Communications from 2011 to 2017, and Align Technology from 2001 to 2011, as well as earlier experience with

Oracle and Deloitte. Mr. Garcia earned a Master of Business Administration in Finance from The Wharton

School at the University of Pennsylvania and a Bachelor of Arts in Economics from Stanford University.

Douglas Atkinson joined the company and serves as the Head of Global Sales since October 2016 . Prior to

joining the Company, Mr. Atkinson was Director of Sales for MedTech Micro-Fixation, a distributor of Zimmer-

Biomet, a medical device company, from May 2015 to October 2016; as Regional Sales Director at Medtronic

PLC, a gastrointestinal medical device company, from January 2005 to April 2015. Before serving at Medtronic,

Mr. Atkinson also served as Regional Director of Sales and National Accounts at Stryker Corporation from May

1995 to December 2004. At Stryker, Mr. Atkinson was recognized for multiple sales leadership and revenue

growth awards. Mr. Atkinson received a B.A. in economics and political science from Duke University.

24

EXECUTIVE COMPENSATION

This section discusses the material components of the executive compensation program for our executive

officers who are named in the “2025 Summary Compensation Table” below. In 2025, our NEOs and their

positions were as follows:

•Johnny Kang Huai Wang, Co-Founder, President, and Chief Executive Officer

•David Garcia, Senior Vice President, Finance

•Douglas Atkinson, Senior Vice President of Global Sales, and

•Kevin Lundquist, Chief Financial Officer until August 27, 2025

As an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, we are not

required to include a Compensation Discussion and Analysis section and have elected to comply with the

scaled disclosure requirements applicable to emerging growth companies.

Summary Compensation Table

The following table sets forth information concerning the compensation of our NEOs during fiscal years 2025

and 2024:

Name and Principal Position		Year		Salary ($)		Bonus ($)(1)		Stock Awards ($)(2)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total
Kang-Huai (Johnny) Wang President and Chief Executive Officer		2025		250,000		—		—		—		—		—		—		250,000
		2024		204,091		—		—		105,613		—		—		—		309,704
David Garcia    Senior Vice President, Finance(3)		2025		50,000		12,500		—		562,782		—		—		—		625,282
Douglas Atkinson  Senior Vice President of Global Sales(4)		2025		283,150		134,394		—		—		—		—		—		417,544
		2024		283,150		140,550		—		—		—		—		—		423,700
Kevin Lundquist Former Chief Financial Officer(5)		2025		213,125		—		—		299,828		—		—		151,968		664,921
		2024		54,167		—		—		165,113		—		—		—		219,280

_____________________________________________________________________________________

(1)Unless otherwise indicated in other footnotes, amounts represent annual bonuses earned by each NEO in 2025 and 2024

which were paid by the Company in recognition of their performances in each year. See “2025 Bonuses” below.

(2)Amounts reflect the full grant-date fair value of stock awards and stock options granted during fiscal years 2025 and 2024

computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We

provide information regarding the assumptions used to calculate the value of all stock awards and option awards made to

executive officers in Note 12 to our financial statements included in our Annual Report on Form 10-K for the year ended

December 31, 2025, filed with the SEC on March 26, 2026.

(3)Mr. Garcia joined the Company as Senior Vice President, Finance in November 2025.

(4)The amounts reported in the "Bonus" column for Mr. Atkinson represent sales commissions earned during 2025 and 2024.

(5)Mr. Lundquist served as Chief Financial Officer until August 27, 2025. The amounts reported in the "Salary" column for Mr.

Lundquist reflect his salary through August 27, 2025. The 2025 amount reported in the "Options Awards" column for Mr.

Lundquist reflects the incremental fair value relating to a modification of an option granted on November 13, 2024 to vest a

portion of the option that Mr. Lundquist would have otherwise forfeited under the original terms. For the portion of the

award he would have otherwise forfeited, the amount reflects the total fair value of that portion of the option on the date

the Board approved the vesting of that portion. The amount reported in the "All Other Compensation" column for Mr.

Lundquist represents his severance cash payment for 2025, which consists of (i) four months of his salary through

December 31, 2025, less taxes and withholdings and (ii) a prorated annual bonus for 2025, totaling $33,333. See "Other

Elements of Compensation - Lundquist Separation and Consulting Agreements" below for details.

25

Cash Compensation

Annual Base Salaries

The NEOs receive a base salary to compensate them for services rendered to our company. The base salary

payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill

set, experience, role and responsibilities.

The annual base salaries for Mr. Wang, Mr. Garcia, and Mr. Atkinson for fiscal year 2025 were $250,000,

$300,000, and $283,150, respectively.

2025 Bonuses

The discretionary bonuses are based on the achievement of key corporate and individual goals. Our NEOs are

eligible to earn annual cash bonuses based on the achievement of certain Company performance objectives

approved by our Board as well as their individual performance objectives.

Equity Compensation

Equity awards form a core part of our executive compensation program, tying NEO incentives to sustained long-

term growth and stockholder value creation. Equity awards also provide an important retention element in our

executive compensation program, since they vest over four years. Stock options further reinforce this alignment

-- NEOs realize value only to the extent the market price of our common stock appreciates following the grant

date.

2024 Equity Awards

In 2024, the Company granted stock options to Mr. Wang to purchase 266,516 shares and to Mr. Lundquist as

to purchase 416,666 shares. All of the stock option awards vest 25% on a one-year cliff after the grant date and

vests monthly over the 36 months thereafter in equal installments over that four-year period.

The following equity awards were granted to our NEOs in 2024:

Named Executive Officer				Shares of Underlying Stock Options Granted
Kang-Huai (Johnny) Wang				266,516
Kevin Lundquist(1)				416,666

(1)Amount reflects the full grant-date number of shares of the underlying stock options granted during fiscal years 2024. The

grant was modified based on the separation agreement and the number of the underlying shares decreased to 86,806.

The rest of the initial grant was cancelled.

2025 Equity Awards

In 2025, the Company granted equity awards only to Mr. Garcia. No other NEOs received equity awards during

the year.

In November 2025, Mr. Garcia was granted an option to purchase 165,000 shares in connection with his joining

the Company. The option vests 25% on a one-year cliff after the grant date and vests monthly over the 36

months thereafter in equal monthly amounts. The other NEOs were not granted equity awards during 2025,

although the vesting of an option held by Mr. Lundquist was accelerated pursuant to his Separation Agreement

as described below.

Other Elements of Compensation

Lundquist Separation and Consulting Agreements

Effective August 27, 2025, Kevin Lundquist stepped down as our Chief Financial Officer. We and Mr. Lundquist

entered into a separation agreement and release (the “Separation Agreement”) on September 3, 2025. The

Separation Agreement includes Mr. Lundquist’s release of claims in favor of the Company and provides Mr.

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Lundquist will receive the following severance benefits (subject to his continued performance under the

Separation Agreement and the Consulting Agreement (as defined below)): (i) six months of his base salary, less

taxes and withholdings; (ii) a prorated annual bonus for 2025, totaling $33,333; and (iii) the accelerated vesting

of previously unvested options to acquire 86,806 shares of the Company’s common stock (which options will

remain exercisable until September 1, 2028); and (iv) continued healthcare coverage under COBRA. The

Company and Mr. Lundquist have mutually agreed that Mr. Lundquist will be available to provide consulting

assistance and transition support to the Company for up to six months after his termination, until February 28,

2026. In connection therewith, the Company and Mr. Lundquist entered into a consulting agreement (the

“Consulting Agreement”) to take effect immediately on September 12, 2025.

Retirement Plans

As part of its overall compensation program, we provide all full-time employees, including each of the NEOs,

with the opportunity to participate in a defined contribution 401(k) plan. The plan is intended to qualify under

Section 401 of the Internal Revenue Code so that employee contributions and income earned on such

contributions are not taxable to employees until withdrawn. Employees may elect to defer a percentage of their

eligible compensation (not to exceed the statutorily prescribed annual limit) in the form of elective deferral

contributions to the plan. The 401(k) plan also has a “catch-up contribution” feature for employees aged 50 or

older (including those who qualify as “highly compensated” employees) who can defer amounts over the

statutory limit that applies to all other employees.

The Company does not currently make any matching or other contributions to participants’ accounts under the

401(k) plan.

No Tax Gross-Ups

We do not make gross-up payments to cover our NEOs’ personal income taxes that may pertain to any of the

compensation or perquisites paid or provided by our Company.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of shares of common stock underlying outstanding equity incentive

plan awards for each NEO as of December 31, 2025.

				Option Awards
Name		Vesting Commencement Date(1)		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date
Kang-Huai (Johnny) Wang		10/24/2024(1)		72,181		194,335		0.57		10/23/2034
		3/23/2022(2)		2,190		1,252		0.37		3/22/2032
		6/15/2021(3)		1,002		—		0.37		6/14/2031
David Garcia		11/03/2025(4)		—		165,000		4.78		11/3/2035
Douglas Atkinson		7/24/2023(5)		37,537		22,523		0.57		7/23/2033
		6/15/2021(3)		30,030		—		0.37		6/14/2031
		11/10/2016(6)		36,036		—		0.29		11/3/2026
Kevin Lundquist		11/13/2024(7)		86,806		—		0.57		9/1/2028

_____________________________________________________________________________________

(1)These options vest as to 25% of the shares subject to the option on November 1, 2025 and as to the remaining 75% of

the shares in 36 equal monthly installments thereafter through November 1, 2028.

(2)These options vest as to 25% of the shares subject to the option on April 1, 2023 and as to the remaining 75% of the

shares in 36 equal monthly installments thereafter through April 1, 2026.

(3)These options vest as to 25% of the shares subject to the option on July 1, 2022 and as to the remaining 75% of the

shares in 36 equal monthly installments thereafter through July 1, 2025.

(4)This option vests as to 25% of the shares subject to the option on November 3, 2026 and as to the remaining 75% of the

shares in 36 equal monthly installments thereafter through November 3, 2029.

(5)This option vests as to 25% of the shares subject to the option on June 16, 2024 and as to the remaining 75% of the

shares in 36 equal monthly installments thereafter through June 16, 2027.

(6)This option vests as to 25% of the shares subject to the option on October 17, 2017 and as to the remaining 75% of the

shares in 36 equal monthly installments thereafter through October 1, 2020.

(7)As described under “Lundquist Separation and Consulting Agreements” above, this option vested in connection with the

termination of Mr. Lundquist’s employment with the Company on August 27, 2025

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Executive Employment and Severance Arrangements

Each of our NEOs is party to an employment agreement that provides for position, salary, bonus and equity

grants. We do not have a formal severance policy or plan applicable to our NEOs. Each of our NEOs is

employed on an "at-will" basis, and their employment may be terminated by us or the officer at any time, with or

without cause. We do not have any agreements with our current NEOs that provide for severance payments

upon a termination of employment or any payments or benefits solely because a change in control of the

Company occurs.

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Equity Compensation Plans

The following table provides certain information as of December 31, 2025, with respect to all of our equity

compensation plans in effect on that date:

Plan Category		Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(1)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
Equity Compensation Plans Approved by Stockholders(2)(3)		1,975,648		$1.74		3,838,331
Equity Compensation Plans Not Approved by Stockholders		—		—		—
Total		1,975,648		$1.74		3,838,331

_____________________________________________________________________________________

(1)The weighted average exercise price represents the weighted average exercise price of outstanding options. The

weighted average exercise price does not take into account shares issuable upon vesting of outstanding RSUs, which

have no exercise price.

(2)Consists of the Amended and Restated 2005 Stock Plan, and the 2025 Equity Incentive Plan. No new awards may be

granted under the Amended and Restated 2005 Stock Plan. The shares available for issuance under the 2025 Equity

Incentive Plan are generally available for any type of award authorized under that plan, including stock options, stock

appreciation rights, restricted stock awards, RSU awards, performance awards and other awards.

(3)The 2025 Equity Incentive Plan contains an “evergreen” provision, pursuant to which the number of shares of common

stock reserved for issuance automatically increases on the first day of each fiscal year, commencing on January 1, 2026,

in an amount equal to the least of (1) 4% of the total number of the Company’s shares of common stock issued and

outstanding on the last day of the preceding fiscal year, or (2) a number of shares of common stock as may be determined

by the Company’s Board of Directors.

29

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information as to the beneficial ownership of our common stock as of April 13, 2026

for:

•each person, or group of affiliated persons, known by us to beneficially own more

than 5% of our common stock;

•each of our directors, director nominees, and NEOs individually; and

•all directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or

investment power with respect to securities. Unless otherwise indicated below, to our knowledge, the persons

and entities named in the table have sole voting and sole investment power with respect to all shares

beneficially owned, subject to community property laws where applicable. Shares of our common stock subject

to options that are currently exercisable or exercisable within 60 days of April 13, 2026, or issuable pursuant to

RSUs, which are subject to vesting and settlement conditions expected to occur within 60 days of April 13,

2025, are deemed to be outstanding and to be beneficially owned by the person holding the stock options for

the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the

purpose of computing the percentage ownership of any other person.

Percentage ownership of our common stock in the table is based on 49,849,728 shares of our common stock

issued and outstanding on April 13, 2026. The table below does not reflect ownership of outstanding shares of

our non-voting common stock. This table is based upon information supplied by officers, directors, principal

stockholders, and Schedules 13D and Schedules 13G, if any, filed with the SEC. Unless otherwise indicated,

the address of each of the individuals and entities named below is c/o CapsoVision, Inc., 18805 Cox Avenue,

Suite 250, Saratoga, California 95070.

		Beneficial Ownership
Name of Beneficial Owner		Number of Outstanding Shares Beneficially Owned(1)		Number of Shares Exercisable Within 60 Days		Number of Shares Beneficially Owned		Percentage of Beneficial Ownership
5% and Greater Stockholders:
Ching-Hang Shen(3)		6,400,527		—		6,400,527		12.8%
Eliyahou Harari(4)		5,100,867		—		5,100,867		10.2%
KIOXIA Corporation(2)		3,446,925		—		3,446,925		6.9%
Named Executive Officers and Directors:
Kang-Huai (Johnny) Wang(5)		721,732		109,939		831,671		1.7%
David Garcia		—		—		—		—%
Douglas Atkinson(6)		—		109,859		109,859		0.2%
Chen Lung Tsai(7)		118,363		—		118,363		0.2%
Hui Ying (Patty) Kuo(8)		13,241		—		13,241		—%
Joanne Imperial, M.D.(9)		2,778		—		2,778		—%
Julia Gouw(10)		2,778		—		2,778		—%
Michele Harari(11)		59,043		—		59,043		0.1%
Wen-Herng (Henry) King(12)		23,597		—		23,597		—%
All directors and executive officers as a group (9 persons)		941,532		219,798		1,161,330		2.3%
Kevin Lundquist(13)		—		86,806		86,806		0.2%

_____________________________________________________________________________________

(1)Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. In computing the number of

shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to

any warrants, options and other convertible securities held by that person that are currently exercisable or exercisable

within 60 days (of June 12, 2026) are deemed outstanding. Shares subject to any warrants, options and other convertible

30

securities, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other

person.

(2)Based solely on information contained in the Schedule 13G filed with the SEC on November 12, 2025 by KIOXIA

Corporation and KIOXIA  Holdings Corporation, consists of 3,446,925 shares of common stock directly held by KIOXIA

Corporation. KIOXIA Corporation is wholly-owned by KIOXIA Holdings Corporation, a company listed on the Tokyo Stock

Exchange Prime Market, which may be deemed to have the beneficial ownership of the shares of the preferred stock

directly held by KIOXIA Corporation. The business address of KIOXIA Corporation is 1-21, Shibaura 3-chome, Minato-ku,

Tokyo 108-0023 Japan.

(3)Consists of (i) 6,400,527 shares directly held by Star One Global Capital Limited, a British Virgin Islands company and

100% beneficially owned by Ching-Hang Shen and (ii) 3,991,606 common shares directly held by Ching-Hang Shen. The

business address of Mr.Shen and Star One Global Capital Limited is 2F, No. 112, Ln189, Zhongshan N Rd Sec 2 Tamsui

Dist New Taipei City, Taiwan.

(4)Consists of (i) 878,448 shares of common stock directly held by Eliyahou Harari; (ii) 3,186,901 shares of common stock

held directly by Harari Family Trust; (iii) 517,759 shares of common stock held directly by The Harari 2010 Children

Remainder Trust - DAH; and (iv) 517,759 shares of common stock held directly by The Harari 2010 Children Remainder

Trust – MH. The business address of Mr. Eliyahou Harari is 225 Charcot, San Jose, California, U.S. / 20238 Hill Ave.,

Saratoga, CA 95070.

(5)Consists of (i) 721,732 shares of common stock, and (ii) 109,939 shares of common stock subject to options exercisable

within 60 days of April 13, 2026.

(6)Consists of 109,859 shares of common stock subject to options exercisable within 60 days of April 13, 2026.

(7)Consists of (i) 2,887 shares of common stock held by Mr. Tsai, (ii) 20 shares of common stock jointly held by Mr. Tsai and

his spouse and (iii) 115,456 shares of common stock held by the Tsai Family Trust. Mr. Tsai is a co-trustee of the Tsai

Family Trust, and therefore may be deemed to share beneficial ownership of the securities held by such trust.

(8)Consists of 13,241 shares of common stock as of April 13, 2026.

(9)Consists of 2,887 shares of common stock as of April 13, 2026.

(10)Consists of 2,887 shares of common stock as of April 13, 2026.

(11)Consists of 59,043 shares of common stock as of April 13, 2026.

(12)Consists of 23,597 shares of common stock as of April 13, 2026.

(13)Consists of 86,806 shares of common stock subject to options exercisable within 60 days of April 13, 2026.

31

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who own

more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of

ownership and reports of changes in ownership of common stock and other equity securities of the Company.

Such officers, directors, and greater than 10% stockholders are required by SEC regulations to furnish the

Company with copies of all Section 16(a) forms they file. The SEC has established specific due dates for these

reports, and the Company is required to disclose in this proxy statement any late filings or failures to file.

To the Company’s knowledge, based solely on a review of the copies of the Section 16(a) reports furnished to

the Company and written representations from certain reporting persons that no additional reports were

required, the Company believes that all Section 16(a) filing requirements applicable to our officers, directors,

and greater than 10% beneficial owners were complied with all these filing requirements for the fiscal year

ended December 31, 2025, except for:

•a Form 4 filed two business days late on August 22, 2025 reporting stock options exercised and

common shares bought by Rebecca Petersen on August 18, 2025 pursuant to the Company's 2005

Stock Plan;

•a Form 4 filed 143 business days late on February 06, 2026 reporting common shares bought by Chen

Lung Tsai on July 3, 2025 on the open market by the reporting person and his wife in a joint brokerage

account.

32

ADDITIONAL INFORMATION

Householding of Proxy Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery

requirements for proxy statements and annual reports with respect to two or more stockholders sharing the

same address by delivering a single proxy statement addressed to those stockholders. This process, which is

commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings

for companies.

Brokers with account holders who are CapsoVision stockholders may be “householding” our proxy materials. A

single proxy statement may be delivered to multiple stockholders sharing an address unless contrary

instructions have been received from the affected stockholders. Once you have received notice from your

broker that it will be “householding” communications to your address, “householding” will continue until you are

notified otherwise or until you notify your broker or the Company that you no longer wish to participate in

“householding.”

If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Proxy

Statement and Annual Report, you may notify your broker or direct your written request to our Associate

Director of HR and Office Management at 18805 Cox Avenue, Suite 250, Saratoga, California 95070.

Stockholders who currently receive multiple copies of this Proxy Statement at their address and would like to

request “householding” of their communications should contact their broker or the Company at 18805 Cox

Avenue, Suite 250, Saratoga, California 95070 or (408) 624-1488. In addition, the Company will promptly

deliver, upon written or oral request to the address or telephone number above, a separate copy of the Annual

Report, Proxy Statement, proxy card, or Notice of Internet Availability to a stockholder at a shared address to

which a single copy of the documents was delivered.

Other Matters

As of the date of this Proxy Statement, the Board does not intend to present any matters other than those

described herein at the Annual Meeting and is unaware of any matters to be presented by other parties. If other

matters are properly brought before the Annual Meeting for action by the stockholders, proxies will be voted in

accordance with the recommendation of the Board or, in the absence of such a recommendation, in the

discretion of the proxy holder.

We have filed our Annual Report with the SEC. It is available free of charge on the SEC’s website at

www.sec.gov. Upon written request by a stockholder of CapsoVision, we will mail, without charge, a

copy of our Annual Report, including the financial statements and financial statement schedules, but

excluding exhibits to the Annual Report. Exhibits to the Annual Report are available upon payment of a

reasonable fee, which is limited to our expenses in furnishing the requested exhibit. All requests should

be directed to our Corporate Secretary at 18805 Cox Avenue, Suite 250, Saratoga, California 95070.

By Order of the Board of Directors,

Kang-Huai (Johnny) Wang

President and Chief Executive Officer

April 28, 2026