Securities Purchase Agreement - The Company is entering into a Securities Purchase Agreement with multiple Investors for the sale of shares of its common stock[2]. - The shares being sold have a par value of $0.001 per share, and the total purchase price will be specified in Exhibit A[3]. - The Closing Date for the transaction is set to occur no later than five Business Days after the date of the Agreement[27]. - The Company will issue the Shares in book-entry form, free and clear of all restrictive legends, upon receipt of the Aggregate Purchase Amount[27]. - The Company has confirmed that all issued shares of Common Stock are fully paid and non-assessable, and were issued in compliance with applicable laws[30]. - The Company is relying on the exemption from securities registration under Section 4(a)(2) of the Securities Act for this transaction[3]. - The Registration Rights Agreement will be executed concurrently, providing certain registration rights for the Shares[3]. - The Company has filed all required forms and reports with the SEC, and all SEC Reports complied in all material respects with applicable requirements of the Exchange Act[38]. - The Company acknowledges that the Securities are being offered in a transaction not involving any public offering under the Securities Act[75]. - The Investor understands that the Securities have not been registered under the Securities Act and must continue to be held unless registered or exempt from registration[75]. - The Company must execute and deliver the Registration Rights Agreement to the Investors[104]. - The Agreement constitutes a legal, valid, and binding obligation of the Company, enforceable in accordance with its terms[33]. - The Agreement is governed by the laws of the State of New York, with specific jurisdiction in New York Supreme Court[118]. - The Agreement constitutes the entire agreement between the parties and supersedes all prior agreements[130]. - The Agreement may be executed in multiple counterparts, including electronic signatures[128]. Compliance and Regulatory Matters - There are currently no outstanding rights or obligations to register any of the Company's securities under the Securities Act, except as disclosed in the SEC Reports[31]. - The Company has taken all necessary corporate actions to authorize the issuance and sale of the Securities as outlined in the Transaction Agreements[32]. - The Company is in compliance with all applicable laws and has all required licenses and permits necessary for its operations[43]. - The Company is required to issue a press release or file a Current Report on Form 8-K disclosing all material terms of the transactions within five business days following the agreement date[83]. - The Company has conducted preclinical tests and clinical trials in accordance with applicable laws and regulations, with no material adverse effects reported[54]. - The Company is compliant with anti-bribery and anti-money laundering laws, with no pending actions involving violations of such laws[62]. - The Company has taken reasonable steps to ensure compliance with the Foreign Corrupt Practices Act and related financial recordkeeping requirements[62]. - The Company will take reasonable steps to ensure future compliance with the Sarbanes-Oxley Act of 2002[53]. - There are no outstanding or unresolved comments from the SEC staff regarding the SEC Reports[38]. Financial Statements and Reporting - The consolidated financial statements included in the SEC Reports fairly present the financial position of the Company and have been prepared in accordance with GAAP[39]. - Since December 31, 2025, the Company has conducted its business only in the ordinary course and has not entered into any material transactions not disclosed in the SEC Reports[40]. - The Company has not incurred any material liabilities, contingent or otherwise, except those incurred in the ordinary course of business[39]. - The Company maintains a system of internal control over financial reporting designed to comply with the Exchange Act and provide reasonable assurance regarding the reliability of financial reporting[55]. - There have been no material weaknesses identified in the Company's internal control over financial reporting[56]. Investor Relations and Obligations - The Company agrees to indemnify and hold harmless each Investor from any losses or claims resulting from breaches of representation or warranty under the Transaction Agreements[91]. - The Company will not take any action that would conflict with its obligations to the Investors under the Transaction Agreements[90]. - The Investor has relied solely on independent investigation and SEC Reports in making its decision to purchase the Securities[78]. - Each Investor's obligations are several and not joint, meaning no Investor is responsible for another's obligations[126]. - The Company may request additional information from Investors to evaluate their eligibility to acquire Securities[124]. - Each Investor consents to receive stockholder notices electronically at the provided email address[116]. Conditions Preceding Closing - The Company must perform all material obligations required prior to the Closing Date to fulfill the conditions of the transaction[98]. - The Company must obtain all necessary consents, permits, approvals, registrations, and waivers for the consummation of the purchase and sale of the Securities[99]. - The Company must deliver a legal opinion from O'Melveny & Myers LLP addressing legal matters agreed upon with the Investors[101]. - The Company must provide a compliance certificate confirming the fulfillment of specified conditions at the Closing Date[102]. - The Secretary of the Company must deliver a certificate certifying the Amended and Restated Certificate of Incorporation and Bylaws[103]. - The Common Stock must be listed on a National Exchange without any suspension or trading halt as of the Closing Date[105]. - The Company must receive payment in full for the aggregate purchase price of the Securities being purchased by each Investor at the Closing[107]. - The Company will pay all Transfer Agent fees and taxes related to the delivery of Securities to the Investors[121]. Miscellaneous - The Company has good and marketable title to all real property owned and valid rights to lease or use all other material properties[49]. - The Company carries adequate insurance coverage, and all insurance policies are in full force and effect[51]. - The issued and outstanding shares of Common Stock are registered and listed for trading on Nasdaq under the symbol "CV"[52]. - The Company has not engaged in any actions to stabilize or manipulate the price of its Common Stock[57]. - The Company is not classified as an "investment company" under the U.S. Investment Company Act of 1940[57]. - The Company has not retained any brokers or finders in connection with the transactions contemplated by the Agreement[59]. - There are no undisclosed relationships between the Company and its directors, officers, or significant stakeholders that are required to be described in SEC Reports[63]. - The Company will not disclose the name of any Investor or its Affiliates without prior written consent, except as required by law[83]. - No event should occur that would reasonably be expected to have a Material Adverse Effect since the date of the Agreement[100]. - The terms of the Securities were determined through arm's-length negotiations[133].
CapsoVision Inc(CV) - 2025 Q4 - Annual Results