CapsoVision Inc美股招股说明书(2026-04-23版)

The PIPE Shares were issued in reliance upon the exemptions from the registration requirements in Section 4(a)(2) of theSecurities Act and/or Regulation D promulgated thereunder. Each purchaser represented that he/she/it was an “accredited investor” (asdefined by Rule 501 under the Securities Act). We are registering the PIPE Shares to allow the selling stockholders named herein to,from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. We are registering the resale of the PIPE Shares as required by the Registration Rights Agreement, dated March 16, 2026, byand among the Company and investors named therein (the “Registration Rights Agreement”). The selling stockholders will receive allof the proceeds from any sales of the shares offered hereby. We will not receive any of the proceeds, but we will incur expenses inconnection with the offering. Our registration of the shares of common stock covered by this prospectus does not mean that the selling stockholders willoffer or sell any of such shares of common stock. The selling stockholders named in this prospectus, or their donees, pledgees,transferees or other successors-in-interest, may resell the shares of common stock covered by this prospectus through public or privatetransactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additionalinformation on the possible methods of sale that may be used by the selling stockholders, you should refer to the section of thisprospectus entitled “Plan of Distribution.” Any shares of common stock subject to resale hereunder will have been issued by us and acquired by the selling stockholdersprior to any resale of such shares pursuant to this prospectus. No underwriter or other person has been engaged to facilitate the sale of the common stock in this offering. We will bear allcosts, expenses and fees in connection with the registration of the common stock. The selling stockholders will bear all commissionsand discounts, if any, attributable to their respective sales of our common stock. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “CV.” On April 21, 2026, the lastreported sales price for our common stock was $5.95 per share. Investment in our common stock involves risk. See “Risk Factors” beginning on page10of this prospectus and in anyapplicable prospectus supplement and in our periodic reports filed from time to time with the Securities and ExchangeCommission, which are incorporated by reference in this prospectus and any applicable prospectus supplement. You shouldcarefully read this prospectus, any applicable prospectus supplement, together with the documents we incorporate byreference, before you invest in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is acriminal offense. The date of this prospectus is April 22, 2026. Table of Contents Table of Contents About This ProspectusCautionary Note Regarding Forward-Looking StatementsProspectus SummaryThe OfferingRisk FactorsUse of ProceedsDetermination of Offering PriceDividend PolicySelling StockholdersDescription of Capital StockPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Information by Reference ABOUT THIS PROSPECTUS This prospectus relates to the resale by the Selling Stockholders identified in this prospectus under the caption “SellingStockholders,” from time to time, of an aggregate of 2,867,089 shares of common stock. We are not selling any shares of commonstock under this prospectus, and we will not receive any proceeds from the sale of shares of common stock offered hereby by theSelling Stockholders. As permitted by the rules and regulations of the Securities and Exchange Commission, the registration statement filed by usincludes additional information not contained in this prospectus. You should rely only on the information provided in this prospectus,including any information incorporated by reference. We have not authorized anyone to provide you with any other information andwe take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you.The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflect subsequentchanges in our business, financial condition, results of operations and prospects. We are not, and the Selling Stockholders are not, making offers to sell these securities in any jurisdiction in which an offer orsolicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to anyperson to whom it is unlawful to make such an offer or