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CapsoVision, Inc

For the period ended Dec 31, 2025. Filed Apr 28, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 28, 2026

CV$6.32+1.9%Stored close · as of Nov 6, 2026
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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 Registrantx

Filed by a party other than the Registranto

Check the appropriate box:

oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
xDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting 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):

xNo fee required
oFee paid previously with preliminary materials
oFee 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 thethree Class I directors to hold office until our 2029 annual meeting of

stockholders;

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

firm for the year ending December 31, 2026; and

  1. 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 thefollowing three nominees as Class I directors to hold office until

our 2029 annual meeting of stockholders.

Nominees:

  1. Joanne Imperial, M.D.

  2. Wen-Herng (Henry) King

  3. 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 STOCKHOLDERS1
INFORMATION ABOUT THE PROXY PROCESS AND VOTING2
PROPOSAL NO. 1 ELECTION (RE_ELECTION) OF DIRECTORS7
PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM10
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS11
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS12
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS18
DIRECTOR COMPENSATION20
EXECUTIVE OFFICERS23
EXECUTIVE COMPENSATION24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT29
DELINQUENT SECTION 16(A) REPORTS31
ADDITIONAL INFORMATION32
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.