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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January 11, 2023
CEPTON,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39959 |
|
27-2447291 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
399
West Trimble Road
San
Jose, CA 95131
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: 408-459-7579
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class: |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which
Registered: |
| Common
stock, par value $0.00001 per share |
|
CPTN |
|
The
Nasdaq Capital Market |
| Redeemable
warrants, exercisable for common stock at an exercise price of $11.50 per share, subject to adjustment |
|
CPTNW |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.07. Submission of Matters to a Vote of Security Holders.
Cepton,
Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”)
on January 11, 2023. At the Special Meeting, the Company’s stockholders approved the following proposals, which are described in
more detail in the Company’s definitive proxy statement filed with the SEC on December 8, 2022. The final voting results for each
of the proposals submitted to a stockholder vote at the Special Meeting are as follows:
Proposal
No. 1: In accordance with Nasdaq Listing Rule 5635, approval of the issuance of 100,000 shares of the Company’s Series
A Convertible Preferred Stock, par value $0.00001 per share (the “Preferred Stock”), to Koito Manufacturing Co., Ltd.
(the “Investor”), in accordance with the terms of the Investment Agreement, dated October 27, 2022, by and between
the Company and the Investor and the issuance of shares of the Company’s common stock upon conversion thereof pursuant to the Certificate
of Designations of the Preferred Stock (the “Transaction Proposal”).
| For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 124,411,825 |
|
158,050 |
|
25,539 |
|
583,248 |
The
Company did not present Proposal No. 2 (approval of a proposal to adjourn the Special Meeting to a later date or time, if necessary,
to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to approve the Transaction Proposal)
at the Special Meeting.
Item
7.01. Regulation FD Disclosure.
On
January 11, 2023, the Company issued a press release announcing the voting results of the Special Meeting. A copy of the press release
is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless
of any general incorporation language in such filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
CEPTON, INC. |
| |
|
|
| Date: January 11, 2023 |
|
|
| |
|
|
| |
By: |
/s/ Jun Pei |
| |
Name: |
Jun Pei |
| |
Title: |
President and Chief Executive Officer |
2
Exhibit 99.1
Cepton, Inc. Stockholders Approve Issuance of
Preferred Stock
For Koito Manufacturing’s $100 Million Investment
SAN JOSE, CA, January 11, 2023 – Cepton, Inc. (“Cepton”)
(Nasdaq: CPTN), a Silicon Valley innovator and leader in high performance lidar solutions, announced today that its stockholders voted
to approve the issuance of 100,000 shares of Series A Convertible Preferred Stock (the “Preferred Stock”) to Koito Manufacturing
Co., Ltd. (“Koito”) (TSE: 7276) for $100 million (the “Investment”), in accordance with the terms of the Investment
Agreement, dated October 27, 2022, by and between Cepton and Koito.
The proposal to issue the Preferred Stock was approved by stockholders
voting at Cepton’s special meeting of shareholders held virtually on January 11, 2023. The Investment is expected to close on January
19, 2023.
The final voting results for the special meeting will be included in
a Form 8-K to be filed by Cepton with the Securities and Exchange Commission.
Forward-Looking Statements
This press release includes “forward-looking statements”
within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as “estimate,” “objective,” “plan,”
“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target,” “milestone,” “designed to,” “proposed”
or other similar expressions that predict or imply future events, trends, terms and/or conditions or that are not statements of historical
matters. Cepton cautions readers of this press release that these forward-looking statements are subject to risks and uncertainties, most
of which are difficult to predict and many of which are beyond Cepton’s control, that could cause the actual results to differ materially
from the expected results. These forward-looking statements include, but are not limited to, statements regarding the anticipated close
date of the Investment. These forward-looking statements should not be relied upon as representing Cepton’s assessments as of any
date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Cepton undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the
statement is made or to reflect the occurrence of unanticipated events.
About Cepton
Cepton is a Silicon Valley innovator of lidar-based solutions for automotive
(ADAS/AV), smart cities, smart spaces, and smart industrial applications. With its patented lidar technology, Cepton aims to take lidar
mainstream and achieve a balanced approach to performance, cost and reliability, while enabling scalable and intelligent 3D perception
solutions across industries.
Cepton has been awarded a significant ADAS lidar series production
award with Koito on the General Motors business. Cepton is also engaged with all Top 10 global OEMs.
Founded in 2016 and led by industry veterans with decades of collective
experience across a wide range of advanced lidar and imaging technologies, Cepton is focused on the mass market commercialization of high
performance, high quality lidar solutions. Cepton is headquartered in San Jose, CA and has a center of excellence facility in Troy, MI
to provide local support to automotive customers in the Metro Detroit area. Cepton also has a presence in Germany, Canada, Japan, India
and China to serve a fast-growing global customer base. For more information, visit www.cepton.com and follow Cepton on Twitter and LinkedIn.
About Koito
Under the corporate message, “Lighting for Your Safety”,
Koito Manufacturing Co., Ltd. (Koito) has been marking a history of leadership in automotive lighting since its establishment in 1915.
Today, the Koito Group consists of 31 companies located in 13 countries worldwide and provides products and services to customers all
over the world, through the global network led by five major regions (Japan, Americas, Europe, China, and Asia). Its products, recognized
for its high quality and advanced technology, are widely used by automotive makers worldwide. The company is responding to the future
transformation of mobility through the development of next-generation lighting technologies and related equipment, control systems, and
environmentally friendly products, materials, and production methods. For more information, please visit www.koito.co.jp/english.
Contacts
Cepton, Inc. Contacts
Investors: InvestorRelations@cepton.com
Media: Faithy Li, media@cepton.com
Koito Manufacturing Contacts
Public Relations Department, kouhou@koito.co.jp