--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-25-001480" form_type: "8-K" ticker: null cik: "0001498233" company_name: "Cepton, Inc." filed_at: "2025-01-07T23:59:59+00:00" generated_at: "2026-05-28T08:21:07.654260+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Cepton completes acquisition by Koito; stockholders receive $3.17 per share cash ## Summary - 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. ## SEC filing metadata - accession: 0001213900-25-001480 - form_type: 8-K - cik: 0001498233 - company_name: Cepton, Inc. - filed_at: 2025-01-07T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1498233/000121390025001480/0001213900-25-001480-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1498233/000121390025001480/ea0226936-8k_cepton.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-25-001480 - JSON: https://secwatch.observer/filing/0001213900-25-001480.json - Plain text: https://secwatch.observer/filing/0001213900-25-001480.txt ## Key facts - Executive change Dr. Jun Pei resigned as director at Cepton, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1498233/000121390025001480/0001213900-25-001480-index.htm - Executive change Dr. Jun Ye resigned as director at Cepton, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1498233/000121390025001480/0001213900-25-001480-index.htm - Executive change Dr. Mei Wang resigned as director at Cepton, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1498233/000121390025001480/0001213900-25-001480-index.htm - Executive change Mr. Takayuki Katsuda resigned as director at Cepton, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1498233/000121390025001480/0001213900-25-001480-index.htm - Executive change Mr. George Syllantavos resigned as director at Cepton, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1498233/000121390025001480/0001213900-25-001480-index.htm - Executive change Mr. Xiaogang Zhang resigned as director at Cepton, Inc.. - Action: resigned - Role: director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1498233/000121390025001480/0001213900-25-001480-index.htm - Governance Changes 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1498233/000121390025001480/0001213900-25-001480-index.htm - Governance Changes 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1498233/000121390025001480/0001213900-25-001480-index.htm - M&A Transactions 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 source text: r the “ Company ”), KOITO MANUFACTURING CO., LTD., a corporation organized under the laws of Japan (“ Parent ”), evidence_url: https://www.sec.gov/Archives/edgar/data/1498233/000121390025001480/0001213900-25-001480-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1498233/000121390025001480/0001213900-25-001480-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.