Capso Vision Inc.
03/13/2026 | Press release | Distributed by Public on 03/13/2026 14:33
Material Agreement (Form 8-K)
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported on Form 8-K filed by CapsoVision, Inc. (the "Company") on July 15, 2026 (the "July 15th 2025 8-K"), the Company entered into a development agreement (the "Agreement") with Canon Inc., a Japanese corporation ("Canon"), for the development of complementary metal-oxide-semiconductor ("CMOS") image sensor samples to allow the Company to evaluate functionality and performance, conduct clinical evaluation of capsule endoscopies that incorporate Canon image sensors and obtain FDA 510(k) clearance thereof.
Under the Agreement, the Company agreed to pay Canon a fee of approximately $4.1 million for Canon's development efforts, which is comprised of (a) an initial fee of $1 million to be paid in cash upon the Agreement's effectiveness and (b) following delivery of a specified number of CMOS image sensors meeting agreed specifications within the required timeframe, a remaining development fee of approximately $3.1 million. In addition, and subject to such delivery, the parties have undertaken to enter into a related master purchase agreement providing for the Company to purchase a specified minimum number of CMOS image sensors from Canon. The remaining development fee will be paid over time by adding an additional agreed amount to the unit price of CMOS image sensors supplied by Canon under the master purchase agreement.
On March 9, 2026, the Company entered into the amendment to the original development agreement (the "Amendment") with Canon, Inc, a Japanese corporation pursuant to which the Company agreed that the total fee shall be increased by the amount of $1 million due to the increased features in the specification. As a result of this increase, the remaining development fee of the Agreement shall also be increased accordingly. The parties also agreed that, taking into account the foregoing (and that there has been no other increase or decrease from the effective date of the original Agreement), the remaining development fee as of the Amendment effective date shall be paid by CapsoVision pursuant to Article 12.4 through 12.6 of the original Agreement. For the avoidance of doubt, notwithstanding the increase of the total fee, the Additional Amount (as defined in section 12.5 of the Agreement) shall remain unchanged and all the other terms under the Agreement shall remain in full force and effect.
The foregoing summary of the terms of the original Agreement and its Amendment subject to, and qualified in its entirety by, the Amendment that is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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