CapsoVision, Inc.

3,163,444 Shares of Common Stock  


 

We are offering 3,163,444 shares of our common stock, par value $0.001 per share, under this prospectus supplement directly to a number of investors (collectively, the "Investors"), including Star One Global Capital Limited and Eliyahou Harari at a price of $5.69 per share pursuant to a securities purchase agreement, dated September 17, 2026 (the "Securities Purchase Agreement"). The closing of this offering is expected to occur on or about September 18, 2026.

Each of the Investors is an existing stockholder of ours, and Star One Global Capital Limited (wholly-owned by Ching-Hang Shen) and Eliyahou Harari are participating in related person transactions by reason of Ching-Hang Shen’s and Eliyahou Harari’s beneficial ownership of more than 5% of our outstanding common stock, and the offering price of $5.69 per share represents a discount of approximately 5% to the last reported sale price of our common stock on The Nasdaq Capital Market on September 16, 2026. See "Plan of Distribution."

This offering is being made without an underwriter or a placement agent and we are not paying underwriting discounts or commissions. Accordingly, the aggregate proceeds to us, before expenses, will be approximately $18,000,000. We estimate the net proceeds of this offering to us will be approximately $17,834,500, after deducting estimated offering expenses payable by us.