CapsoVision Inc 2025年度报告

FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from ___________ to ____________ Commission file number 001-42705_______________________________________ CAPSOVISION, INC. (Exact name of registrant as specified in its charter)_______________________________________ Delaware20-3369494 (State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)18805 Cox Avenue, Suite 25095070Saratoga, CA(Address of Principal Executive Offices)(Zip Code) (408) 624 1488Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of theExchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo The Registrant did not have an aggregate market value for the common equity held by non-affiliates of the Registrant onthe last business day of its most recently completed second fiscal quarter because there was no public market for theRegistrant’s common equity as of such date. As of March25, 2026, the registrant had 49,838,211 shares of common stock, $0.001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive Proxy Statement relating to the Registrant's 2025 Annual Stockholders' Meeting, tobe filed within 120 days of the Registrant's fiscal year ended December 31, 2025, are incorporated by reference into PartIII of this Annual Report on Form 10-K. PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities97Item 6.[ Reserved ]98Item 7.Management's Discussion and Analysis of Financial Condition and Results of Operations98Item 7A.Quantitative and Qualitative Disclosures About Market Risk112Item 8.Financial Statements and Supplementary Data113Item 9.Changes in and Disagreements with Accountants On Accounting and Financial Disclosure149Item 9A.Controls and Procedures149Item 9B.Other Information150Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections151 PART III Item 10.Directors, Executive Officers and Corporate Governance152Item 11.Executive Compensatio