SEC Form SCHEDULE 13G filed by CapsoVision Inc.
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Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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CapsoVision, Inc (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
140935107 (CUSIP Number) |
07/01/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 140935107 |
| 1 | Names of Reporting Persons
Eliyahou Harari | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,306,503.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The reported total in Rows 5 and 7 includes 84,084 shares of common stock of CapsoVision, Inc. (the "Issuer") directly held by Mr. Harari. The reported total in Rows 6 and 8 includes: (i) 3,186,901 shares of common stock held directly by Harari Family Trust ("Harari Trust"); (ii) 517,759 shares of common stock held directly by The Harari 2010 Children Remainder Trust - DAH ("DAH Trust"); and (iii) 517,759 shares of common stock held directly by The Harari 2010 Children Remainder Trust - MH ("MH Trust"). Mr. Harari serves as trustee of Harari Trust, DAH Trust and MH Trust, and he may be deemed to exercise voting and investment discretion over securities held by those entities in such capacities.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") based on an aggregate total of 46,774,067 shares of the Issuer's common stock outstanding as of August 11, 2025, as reported by the Issuer in its quarterly report on Form 10-Q, filed pursuant to Rule 13a-13 or Rule 15d-13 with the Securities and Exchange Commission (the "SEC") on August 14, 2025.
SCHEDULE 13G
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| CUSIP No. | 140935107 |
| 1 | Names of Reporting Persons
Britt Harari | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWEDEN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,222,419.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes: (i) 3,186,901 shares of common stock held directly by Harari Family Trust; (ii) 517,759 shares of common stock held directly by DAH Trust; and (iii) 517,759 shares of common stock held directly by MH Trust. Ms. Harari serves as trustee of Harari Trust, DAH Trust and MH Trust, and she may be deemed to exercise voting and investment discretion over securities held by those entities in such capacities.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 46,774,067 shares of the Issuer's common stock outstanding as of August 11, 2025, as reported by the Issuer in its quarterly report on Form 10-Q, filed pursuant to Rule 13a-13 or Rule 15d-13 with the SEC on August 14, 2025.
SCHEDULE 13G
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| CUSIP No. | 140935107 |
| 1 | Names of Reporting Persons
Harari Family Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,186,901.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 3,186,901 shares of common stock held directly by Harari Family Trust, for which Mr. Harari and Ms. Harari serve as trustee.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 46,774,067 shares of the Issuer's common stock outstanding as of August 11, 2025, as reported by the Issuer in its quarterly report on Form 10-Q, filed pursuant to Rule 13a-13 or Rule 15d-13 with the SEC on August 14, 2025.
SCHEDULE 13G
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| CUSIP No. | 140935107 |
| 1 | Names of Reporting Persons
The Harari 2010 Children Remainder Trust - DAH | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
517,759.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 517,759 shares of common stock held directly by The Harari 2010 Children Remainder Trust - DAH, for which Mr. Harari and Ms. Harari serve as trustee.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 46,774,067 shares of the Issuer's common stock outstanding as of August 11, 2025, as reported by the Issuer in its quarterly report on Form 10-Q, filed pursuant to Rule 13a-13 or Rule 15d-13 with the SEC on August 14, 2025.
SCHEDULE 13G
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| CUSIP No. | 140935107 |
| 1 | Names of Reporting Persons
The Harari 2010 Children Remainder Trust - MH | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
517,759.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported total in Rows 6 and 8 includes 517,759 shares of common stock held directly by The Harari 2010 Children Remainder Trust - MH, for which Mr. Harari and Ms. Harari serve as trustee.
The percentage reported in Row 11 was calculated in accordance with Rule 13(d)-3(d)(1)(i) promulgated under the Exchange Act based on an aggregate total of 46,774,067 shares of the Issuer's common stock outstanding as of August 11, 2025, as reported by the Issuer in its quarterly report on Form 10-Q, filed pursuant to Rule 13a-13 or Rule 15d-13 with the SEC on August 14, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CapsoVision, Inc | |
| (b) | Address of issuer's principal executive offices:
18805 COX AVENUE SUITE 250, SARATOGA, CALIFORNIA, 95070. | |
| Item 2. | ||
| (a) | Name of person filing:
Eliyahou Harari, an individual ("Mr. Harari")
Britt Harari, an individual ("Ms. Harari")
Harari Family Trust, a trust formed under the laws of California ("Harari Family Trust")
The Harari 2010 Children Remainder Trust - DAH, a trust formed under the laws of California ("DAH Trust")
The Harari 2010 Children Remainder Trust - MH, a trust formed under the laws of California ("MH Trust")
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| (b) | Address or principal business office or, if none, residence:
225 Charcot Ave, San Jose, CA 95131 | |
| (c) | Citizenship:
Mr. Harari and Ms. Harari are citizens of the United States of America and Sweden, respectively. Each of Harari Trust, DAH Trust and MH Trust are formed and established in California. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
140935107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Reference to "beneficial ownership" of securities for purposes of this statement (this "Statement") shall be understood to refer to beneficial ownership as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
As of August 14, 2025, the Reporting Persons may be deemed to beneficially own an aggregate 4,306,503 shares of the Issuer's capital stock.
As of August 14, 2025, Mr. Harari was the direct beneficial owner of 84,084 of the shares of the Issuer's securities described in the preceding paragraph and the indirect beneficial owner of: (i) 3,186,901 shares of common stock directly held by Harari Trust; (ii) 517,759 shares of common stock held directly by DAH Trust; and (iii) 517,759 shares of common stock held directly by MH Trust. Mr. Harari serves as trustee of the Harari Trust, the DAH Trust and the MH Trust, and he may be deemed to exercise voting and investment discretion over securities held by those entities in such capacities.
As of August 14, 2025, Ms. Harari, Mr. Harari's spouse, was the indirect beneficial owner of: (i) 3,186,901 shares of common stock directly held by Harari Trust; (ii) 517,759 shares of common stock held directly by DAH Trust; and (iii) 517,759 shares of common stock held directly by MH Trust. Ms. Harari serves as trustee of the Harari Trust, the DAH Trust and the MH Trust, and she may be deemed to exercise voting and investment discretion over securities held by those entities in such capacities.
Additionally, as of August 14, 2025, each of the following Reporting Persons may also be deemed to share beneficial ownership with Mr. Harari or Ms. Harari over the following portions of the aggregate number of securities described in the second paragraph of this Item 4(a): (i) Harari Trust directly beneficially owns 3,186,901 shares of common stock; (ii) DAH Trust directly beneficially owns 517,759 shares of common stock; and (iii) MH Trust directly beneficially owns 517,759 shares of common stock.
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| (b) | Percent of class:
Mr. Harari 9.2%
Ms. Harari 9.0%
Harari Family Trust 6.8%
DAH Trust 1.1%
MH Trust 1.1%
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Mr. Harari 84,084
Ms. Harari 0
Harari Family Trust 0
DAH Trust 0
MH Trust 0
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| (ii) Shared power to vote or to direct the vote:
Mr. Harari 4,222,419
Ms. Harari 4,222,419
Harari Family Trust 3,186,901
DAH Trust 517,759
MH Trust 517,759
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| (iii) Sole power to dispose or to direct the disposition of:
Mr. Harari 84,084
Ms. Harari 0
Harari Family Trust 0
DAH Trust 0
MH Trust 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mr. Harari 4,222,419
Ms. Harari 4,222,419
Harari Family Trust 3,186,901
DAH Trust 517,759
MH Trust 517,759
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: * Jack Hayden is signing on behalf of each reporting person as attorney-in-fact pursuant to powers of attorney filed as attachments hereto, and each power of attorney is hereby incorporated by reference herein.