CapsoVision, Inc
For the period ended Dec 31, 2025. Filed Apr 28, 2026.
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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
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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:
| 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
- Election (re-election) of thethree Class I directors to hold office until our 2029 annual meeting of
stockholders;
- Ratification of appointment of Baker Tilly US, LLP as our independent registered public accounting
firm for the year ending December 31, 2026; and
- 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:
Joanne Imperial, M.D.
Wen-Herng (Henry) King
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 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.