CapsoVision Inc美股招股说明书(2025-07-03版)

CapsoVision, Inc. Common Stock This is the initial public offering of CapsoVision, Inc. We are offering 5,500,000 shares of our common stock, parvalue $0.001 per share. Prior to this offering, there hasbeen no public market for shares of our common stock. The initial public offering price is $5.00per share. 36 of our existing stockholders and 41 additional investors (primarily investors known by or recommended by our existing stockholders) introduced by us to theunderwriters (each, an “Introduced Investor”) have agreed to purchase shares of our common stock in this offering totaling approximately $18.9 million (including approximately$13.4 million from existing Company stockholders), which represents in the aggregate approximately 69% of the shares of common stock to be sold in this offering. TheseIntroduced Investors are not company directors, officers or 5% stockholders and none of these Introduced Investors will beneficially own more than 5% of our outstanding sharesof common stock following the completion of this offering. The underwriters will receive the specified underwriting discounts and commissions for shares of our common stockpurchased by investors introduced by us (including the Introduced Investors). Unless purchased by a Company officer, director or 10% stockholder, the shares of common stockpurchased in this offering will not be subject to the underwriter lock-up described herein. See “Security Ownership of Certain Beneficial Owners and Management” and“Underwriting.” Our common stock has been approved for listing on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CV”. We are an “emerging growth company” and a “smaller reporting company” as defined in the federal securities laws and will be subject to reduced public company reportingrequirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company” and “Prospectus Summary—Implications of Being a Smaller ReportingCompany.” An investment in shares of our common stock is highly speculative, involves a high degree of risk and should be considered only bypersons who can afford the loss of their entire investment, see “RiskFactors” beginning on page13of this prospectus before you make yourdecision to invest in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense. PerShareTotalInitial public offering price$5.00$27,500,000Underwriting discounts and commissions(1)$0.35$1,925,000Proceeds to us, before expenses$4.65$25,575,000 (1)For purposes of this table, assumes an underwriting discount of 7% for all shares sold in this offering. However, the underwriting discount on shares sold to investorsintroduced by the Company will be 5% (or $0.25 per share). See the section titled “Underwriting” beginning on page161 for additional information regarding compensationpayable to the underwriters. In addition to the underwriting discounts and commissions referred to in the table above, we have agreed to issue, upon closing of this offering, warrants to therepresentatives of the underwriters to purchase 3% of the total number of shares of common stock sold in this offering at a per share price equal to 125% of the public offeringprice (the “Representatives’ Warrants” and each, a “Representative’s Warrant”). The registration statement of which this prospectus formed a part also covered the Representatives’Warrants and the shares of common stock issuable upon the exercise thereof. See section entitled “Underwriting” on page161 for more information. We have granted to the underwriters an option exercisable for a period of 30days from the closing of this offering to purchase up to 825,000 additional shares of ourcommon stock from us at the initial public offering price, less the underwriting discounts and commissions, solely to cover over-allotments, if any. The underwriters expect to deliver the shares of common stock to investors on or about July 3, 2025. Joint Book-Running Managers The Benchmark Company Roth Capital Partners The date of this prospectus is July 2, 2025. Table of Contents TABLE OF CONTENTS About This ProspectusCautionary Note Regarding Forward-Looking StatementsProspectus SummaryThe OfferingSummary Financial DataRisk FactorsUse of ProceedsDividend PolicyCapitalizationDilutionManagement’s Discussion and Analysis of Financial Condition and Results of OperationsBusiness Management Table of Contents ABOUT THIS PROSPECTUS No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You mustnot rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only undercircumstances and in jurisdictions where it is lawful to do so. The information contained in this p