8-K
filed January 7, 2025, 6:59 PM ET
CIK 0001498233
M&A
confidence high
sentiment positive
materiality 1.00
Cepton, Inc.: M&A transaction — Cepton completes acquisition by Koito; stockholders receive $3.17 per share cash
Cepton, Inc.
- Merger effective Jan 7, 2025; each share of common stock converted into $3.17 cash.
- Cepton common stock and warrants delisted from Nasdaq as of Jan 7, 2025.
- All directors except Hideharu Konagaya resigned; Dr. Jun Pei and Dr. Dongyi Liao entered new employment agreements with subsidiary.
- Cepton becomes privately held indirect subsidiary of Koito; to continue operations in San Jose, CA.
- Warrants exercisable for net payment of $0.0104 per warrant until Feb 6, 2025.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dr. Jun Pei resigned as director at Cepton, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
the following directors of the Company resigned and ceased to be directors of the Company as of the Effective Time: Dr. Jun Pei, Dr. Jun Ye, Mr. George Syllantavos, Mr. Xiaogang Zhang, Dr. Mei Wang, and Mr. Takayuki Katsuda.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dr. Jun Ye resigned as director at Cepton, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
the following directors of the Company resigned and ceased to be directors of the Company as of the Effective Time: Dr. Jun Pei, Dr. Jun Ye, Mr. George Syllantavos, Mr. Xiaogang Zhang, Dr. Mei Wang, and Mr. Takayuki Katsuda.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dr. Mei Wang resigned as director at Cepton, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
the following directors of the Company resigned and ceased to be directors of the Company as of the Effective Time: Dr. Jun Pei, Dr. Jun Ye, Mr. George Syllantavos, Mr. Xiaogang Zhang, Dr. Mei Wang, and Mr. Takayuki Katsuda.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mr. Takayuki Katsuda resigned as director at Cepton, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
the following directors of the Company resigned and ceased to be directors of the Company as of the Effective Time: Dr. Jun Pei, Dr. Jun Ye, Mr. George Syllantavos, Mr. Xiaogang Zhang, Dr. Mei Wang, and Mr. Takayuki Katsuda.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mr. George Syllantavos resigned as director at Cepton, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
the following directors of the Company resigned and ceased to be directors of the Company as of the Effective Time: Dr. Jun Pei, Dr. Jun Ye, Mr. George Syllantavos, Mr. Xiaogang Zhang, Dr. Mei Wang, and Mr. Takayuki Katsuda.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mr. Xiaogang Zhang resigned as director at Cepton, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
the following directors of the Company resigned and ceased to be directors of the Company as of the Effective Time: Dr. Jun Pei, Dr. Jun Ye, Mr. George Syllantavos, Mr. Xiaogang Zhang, Dr. Mei Wang, and Mr. Takayuki Katsuda.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Cepton, Inc.: The bylaws of Merger Sub became the bylaws of Cepton in connection with the Merger (effective 2025-01-07).
- Change
- bylaw amendment
- Effective
- 2025-01-07
Exact text from the filing
In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the by-laws of Merger Sub became the by-laws of Cepton (the “ By-Laws ”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Cepton, Inc.: Cepton's certificate of incorporation was amended and restated in its entirety in connection with the Merger (effective 2025-01-07).
- Change
- charter amendment
- Effective
- 2025-01-07
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, Cepton’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety by the Third Amended and Restated Certificate of Incorporation (the “ Certificate of Incorporation ”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Cepton, Inc. underwent a change of control involving KOITO MANUFACTURING CO., LTD. for $3.17 in cash (closed 2025-01-07).
- Action
- change of control
- Counterparty
- KOITO MANUFACTURING CO., LTD.
- Consideration
- $3.17 in cash
- Closing
- 2025-01-07
Exact text from the filing
r the “ Company ”), KOITO MANUFACTURING CO., LTD., a corporation organized under the laws of Japan (“ Parent ”),
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Cepton, Inc. completed an acquisition involving Cepton, Inc. for $3.17 in cash (closed 2025-01-07).
- Action
- acquisition
- Counterparty
- Cepton, Inc.
- Consideration
- $3.17 in cash
- Closing
- 2025-01-07
Exact text from the filing
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 7, 2025 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
View on SEC.gov
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