Capso Vision Inc.
09/18/2026 | Press release | Distributed by Public on 09/18/2026 14:09
Material Agreement (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
On September 17, 2026, CapsoVision, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain investors (the "Purchasers"), which provides for the issuance and sale, in a registered direct offering by the Company, of an aggregate of 3,163,444 shares (the "Shares") of its common stock, par value $0.001 per share (the "Common Stock"), at a purchase price of $5.69 per share of Common Stock (the "Offering"). The purchase price per share represents a discount of approximately 5% to the last reported sale price of the Common Stock on The Nasdaq Capital Market on September 16, 2026. The Offering was made without an underwriter or placement agent. The Offering is expected to close on or about September 18, 2026, subject to the satisfaction or waiver of customary closing conditions.
Each of the Purchasers is an existing stockholder of the Company. Star One Global Capital Limited is wholly owned by Ching-Hang Shen. Ching-Hang Shen and Eliyahou Harari are related persons because each beneficially owns more than 5% of the Company's outstanding Common Stock. In this Offering, Star One Global Capital Limited is purchasing 878,734 shares for an aggregate purchase price of approximately $5.0 million and Eliyahou Harari is purchasing 1,757,469 shares for an aggregate purchase price of approximately $10.0 million. An additional existing stockholder who owns less than 5% of the Company's outstanding Common Stock is purchasing the remaining 527,241 shares for an aggregate purchase price of approximately $3.0 million. The Purchasers are purchasing shares at the same price and on the same material terms as each other. The Company's board of directors approved the Offering, and the Company's audit committee reviewed and approved the related person transactions in accordance with the Company's related person transaction policy.
The aggregate gross proceeds to the Company from the Offering will be approximately $18 million, before deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for general corporate purposes, including sales and marketing, research and development activities, general and administrative matters, and working capital.
The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Purchasers, customary conditions to closing, and other obligations of the parties. The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Current Report") and is incorporated herein by reference.
The Shares are being offered and sold by the Company pursuant to the Registration Statement on Form S-3 (File No. 333-298315), which was declared effective by the Securities and Exchange Commission on August 21, 2026 (the "Registration Statement"), and a related prospectus included in the Registration Statement, as supplemented by a prospectus supplement dated September 17, 2026.
A copy of the legal opinion of O'Melveny & Myers LLP, relating to the validity of the Shares to be issued in the Offering, is filed as Exhibit 5.1 to this Current Report and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
Capso Vision Inc. published this content on September 18, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on September 18, 2026 at 20:09 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]