Cepton, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-01-07: Form 8-K; Period of report 2025-01-07; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2024-12-20: Form 8-K; Period of report 2024-12-20; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2024-12-10: Form 8-K; Period of report 2024-12-10; Description 8.01 Other Events; Details 8.01.
- 2024-11-07: Form 8-K; Period of report 2024-11-07; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-01-07 | 8-K | 2025-01-07 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 3.01 Prior to the Closing Date, Cepton notified The Nasdaq Stock Market LLC (“Nasdaq”) of the Closing Date and requested that Nasdaq (i) suspend trading of Cepton Common Stock and Cepton Warrants, (ii) withdraw Cepton Common Stock and Cepton Warrants from listing on Nasdaq, and (iii) file with the SEC on Form 25 a notification of delisting and deregistration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to delist the Cepton Common Stock and Cepton Warrants from Nasdaq. 3.03 In connection with the consummation of the Merger, at the Effective Time, Cepton stockholders and holders of the Cepton Warrants as of immediately prior to the Effective Time ceased to have any rights with respect to the shares of Cepton Common Stock and Cepton Warrants, except for the right to receive the Merger Consideration or the Net Warrant Payment, respectively, subject to any required tax withholding, and subject to the terms and conditions set forth in the Merger Agreement and the Warrant Amendment, respectively. 5.01 As a result of the Merger, Cepton became an indirect controlled subsidiary of Parent as of the Effective Time. 5.02 In connection with the Merger, on September 8, 2024, the Compensation Committee of the Cepton board of directors (the “Compensation Committee”) approved the terms of new employment agreements (the “Employment Agreements”), which were entered into between Cepton Technologies, Inc., a subsidiary of the Surviving Corporation, and Dr. Jun Pei and Dr. Dongyi Liao on September 9, 2024. 5.03 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”). 8.01 On the Closing Date, Cepton issued a press release announcing the closing of the Merger. | ea0226936-8k_cepton.htm |
| 2024-12-20 | 8-K | 2024-12-20 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On December 20, 2024, Cepton, Inc., a Delaware corporation (the “Company”), held a virtual special meeting of stockholders (the “Special Meeting”) to consider the following proposals: (1) a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated July 29, 2024 (the “Merger Agreement”), by and among the Company, KOITO MANUFACTURING CO., LTD., a corporation organized under the laws of Japan (“Parent” or “Koito”), and Project Camaro Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and an indirectly wholly owned subsidiary of Parent (the “Transaction Proposal”); and (2) a proposal to adjourn the Special Meeting to a later date or time, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Transaction Proposal (the “Adjournment Proposal” and, together with the Transaction Proposal, the “Proposals”). | ea0225621-8k_cepton.htm |
| 2024-12-10 | 8-K | 2024-12-10 | 8.01 Other Events | 8.01 As previously announced, on July 29, 2024, Cepton, Inc. (“Cepton” or the “Company”) entered into an Agreement and Plan of Merger (“Merger Agreement”) with KOITO MANUFACTURING CO., LTD. | ea0224285-8k_cepton.htm |
| 2024-11-07 | 8-K | 2024-11-07 | 2.02 Results of Operations and Financial Condition | 2.02 On November 7, 2024, Cepton, Inc., a Delaware corporation (the “Company”), announced financial results for its third quarter ended September 30, 2024. | cptn-20241107.htm |
| 2024-09-09 | 8-K | 2024-09-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed, on July 29, 2024, Cepton, Inc. (the “Company”) entered into an Agreement and Plan of Merger (“Merger Agreement”) with KOITO MANUFACTURING CO., LTD. | ea0213952-8k_cepton.htm |
| 2024-08-12 | 8-K | 2024-08-12 | 2.02 Results of Operations and Financial Condition | 2.02 On August 12, 2024, Cepton, Inc., a Delaware corporation (the “Company”), announced financial results for its second quarter ended June 30, 2024. | cptn-20240812.htm |
| 2024-07-29 | 8-K | 2024-07-27 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On July 27, 2024, the compensation committee of the Board (the “Compensation Committee”) approved the terms of new employment agreements to be entered into by Cepton Technologies, Inc., a wholly-owned subsidiary of the Company (“Cepton Technologies”), with Dr. Jun Pei, the Company’s Chief Executive Officer, and Dr. Dongyi Liao, the Company’s Chief Technology Officer. 8.01 On July 29, 2024, the Company issued a press release announcing entry into the Merger Agreement. | ea0210047-8k_ceptoninc.htm |
| 2024-06-17 | 8-K | 2024-06-17 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Cepton, Inc., a Delaware corporation (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”) on June 17, 2024. | cptn-20240617.htm |
| 2024-05-13 | 8-K | 2024-05-13 | 2.02 Results of Operations and Financial Condition | 2.02 On May 13, 2024, Cepton, Inc., a Delaware corporation (the “Company”), announced financial results for its first quarter ended March 31, 2024. | cptn-20240513.htm |
| 2024-03-28 | 8-K | 2024-03-28 | 2.02 Results of Operations and Financial Condition | 2.02 On March 28, 2024, Cepton, Inc., a Delaware corporation (the “Company”), announced financial results for its fourth quarter and fiscal year ended December 31, 2023. | cptn-20240328.htm |
| 2024-03-21 | 8-K | 2024-03-21 | 8.01 Other Events | 8.01 As a result of the continued collaboration between Cepton, Inc. (“Cepton”) and its tier 1 partner, Koito Manufacturing Co., Ltd. (“Koito”), Cepton has been notified of a series production award from a top global trucking OEM, alongside Koito, for our near-range lidar. | cptn-20240321.htm |
| 2024-01-05 | 8-K | 2024-01-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 5, 2024, Hull Xu tendered his resignation, resigning from his position as Chief Financial Officer, including as principal financial officer and principal accounting officer, of Cepton, Inc. (the “Company”) to pursue other opportunities. | ea191266-8k_ceptoninc.htm |
| 2023-12-21 | 8-K | 2023-12-21 | 7.01 Regulation FD Disclosure | 7.01 On December 21, 2023, Cepton, Inc. (“Cepton”) or the “Company”) issued a press release announcing a non-binding indication of interest that the company received from Koito Manufacturing Co., Ltd. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. | cptn-20231221.htm |
| 2023-12-13 | 8-K | 2023-12-13 | 8.01 Other Events | 8.01 As previously disclosed, Cepton, Inc. (“Cepton” or the “Company”), alongside its tier 1 partner, Koito Manufacturing Co., Ltd. (“Koito”), were selected as the sole lidar provider to support a significant ADAS program through 2027 (the “series production award”). | cptn-20231213.htm |
| 2023-11-09 | 8-K | 2023-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 On November 9, 2023, Cepton, Inc., a Delaware corporation (the “Company”), announced financial results for its third quarter ended September 30, 2023. | cptn-20231109.htm |
| 2023-09-22 | 8-K | 2023-09-22 | 3.03 Material Modification to Rights of Security Holders; 7.01 Regulation FD Disclosure; 8.01 Other Events | 3.03 As previously announced on September 18, 2023, Cepton, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-ten reverse stock split (the “Reverse Stock Split”) of the issued shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) and a corresponding reduction in the total number of authorized shares of Common Stock from 350,000,000 shares to 40,000,000 shares (the “Authorized Shares Reduction”). 7.01 On September 21, 2023, the Company issued a press release announcing the effectiveness of the Reverse Stock Split and Authorized Shares Reduction. 8.01 The Company has registration statements on Form S-3 (Nos. 333-262667 and 333-262668) and registration statements on Form S-8 (File No. 333-264302 and 333-270706) on file with the Securities and Exchange Commission (the “Commission”). | cptn-20230922.htm |
| 2023-09-18 | 8-K | 2023-09-18 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 3.03 The information contained in Item 5.03 below is incorporated by reference into this Item 3.03. 5.03 On September 18, 2023, Cepton, Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”) to its Second Amended and Restated Certificate of Incorporation to effectuate a reverse stock split of the Company’s common stock, par value $0.00001 per share (the “Common Stock”). 7.01 On September 18, 2023, the Company issued a press release announcing the filing of the Amendment, the Reverse Stock Split ratio and Authorized Shares Reduction, and the Effective Time of the Reverse Stock Split and Authorized Shares Reduction. | cptn-20230918.htm |
| 2023-09-07 | 8-K | 2023-09-07 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Cepton, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) on September 7, 2023. | cptn-20230907.htm |
| 2023-08-07 | 8-K | 2023-08-07 | 2.02 Results of Operations and Financial Condition | 2.02 On August 7, 2023, Cepton, Inc., a Delaware corporation (the “Company”), announced financial results for its second quarter ended June 30, 2023. | cptn-20230807.htm |
| 2023-05-19 | 8-K | 2023-05-19 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Cepton, Inc., a Delaware corporation (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”) on May 18, 2023. | cptn-20230519.htm |
| 2023-05-09 | 8-K | 2023-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2023, Cepton, Inc., a Delaware corporation (the “Company”), announced financial results for its first quarter ended March 31, 2023. | cptn-20230509.htm |
| 2023-04-14 | 8-K | 2023-04-14 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On April 13, 2023, Cepton, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that, for the 30 consecutive business day period beginning March 1, 2023 and ending April 12, 2023, the Company was not in compliance with the $1.00 Minimum Bid Price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”). | cptn-20230414.htm |
| 2023-03-14 | 8-K | 2023-03-14 | 2.02 Results of Operations and Financial Condition | 2.02 On March 14, 2023, Cepton, Inc., a Delaware corporation (the “Company”), announced financial results for its fourth quarter and fiscal year ended December 31, 2022. | cptn-20230314.htm |
| 2023-03-14 | 8-K | 2023-03-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 14, 2023, Dr. Mark McCord was appointed, effective March 14, 2023, to serve as chair of Cepton’s newly created Technology Advisory Board. | ea175182-8k_ceptoninc.htm |
| 2023-01-24 | 8-K | 2023-01-18 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 1.02 On January 24, 2023, the Company paid ¥5,812,566,667 to the Investor to satisfy in full all of the Company’s principal and interest obligations and related fees under the Loan Agreement. 2.03 The disclosure set forth below in Item 5.03 of this Current Report related to the Certificate of Designations is incorporated by reference herein. 3.02 The disclosure set forth above in the “Introductory Note” and below in Item 5.03 of this Current Report related to the issuance of the Series A Preferred Stock is incorporated into this Item 3.02 by reference. 3.03 The disclosure set forth above in Item 1.01 of this Current Report related to the Investor Rights Agreement and below in Item 5.03 of this Current Report related to the Certificate of Designations is incorporated by reference herein. 5.02 The disclosure set forth above in Item 1.01 of this Current Report related to the Investor Rights Agreement is incorporated by reference herein. 5.03 On January 18, 2023, in connection with the consummation of the Transaction, the Company filed the Certificate of Designations with the Secretary of State of the State of Delaware, designating the Series A Preferred Stock and establishing the powers, designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions of the shares of Series A Preferred Stock included in such series. 7.01 On January 20, 2023, the Company issued a press release announcing the consummation of the Transaction. | ea171666-8k_ceptoninc.htm |
| 2023-01-11 | 8-K | 2023-01-11 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 Cepton, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) on January 11, 2023. 7.01 On January 11, 2023, the Company issued a press release announcing the voting results of the Special Meeting. | ea171426-8k_ceptoninc.htm |
| 2022-11-14 | 8-K | 2022-11-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As disclosed in the Current Report on Form 8-K filed by Cepton, Inc. (the “Company”) on October 27, 2022, the Company entered into an Investment Agreement with Koito Manufacturing Co., Ltd. (the “Investor”). | ea168528-8k_ceptoninc.htm |
| 2022-11-08 | 8-K | 2022-11-08 | 2.02 Results of Operations and Financial Condition | 2.02 On November 8, 2022, Cepton, Inc., a Delaware corporation (the “Company”), announced financial results for its third quarter ended September 30, 2022. | ea168115-8k_ceptoninc.htm |
| 2022-11-08 | 8-K | 2022-11-07 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 1.02 The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein. 2.03 The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein. | ea168118-8k_ceptoninc.htm |
| 2022-10-27 | 8-K | 2022-10-27 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein. 3.03 The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein. 5.02 The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein. 5.03 The Company will execute and file the Certificate of Designations to create the Series A Preferred Stock that will be issued as part of the Transaction. 7.01 On October 27, 2022, the Company issued a press release announcing the execution of the Investment Agreement. | ea167548-8k_ceptoninc.htm |
| 2022-10-07 | 8-K | 2022-10-06 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 As previously disclosed, on September 6, 2022 (the “Original Signing Date”), the Company and Koito Manufacturing Co., Ltd. (“Koito”), an automotive tier 1 partner of the Company, entered into the exclusivity agreement (the “Exclusivity Agreement”) which granted Koito a 30-day exclusivity period for the parties to negotiate the potential transaction contemplated by the Non-binding LOI (the “Exclusivity Period”). | ea166800-8k_ceptoninc.htm |
| 2022-09-08 | 8-K | 2022-09-06 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 As previously disclosed, on August 29, 2022, Koito Manufacturing Co., Ltd. (“Koito”), an automotive tier 1 partner of Cepton, Inc. (the “Company”) delivered to the Company a non-binding letter of intent (the “Non-binding LOI”) expressing an interest in pursuing an investment in a new class of convertible non-voting preferred securities to be issued by the Company (the “Proposed Preferred Stock”) for an aggregate subscription price of up to $100.0 million. | ea165475-8k_cepton.htm |
| 2022-08-30 | 8-K | 2022-08-29 | 8.01 Other Events | 8.01 On August 29, 2022, Koito Manufacturing Co., Ltd. (“Koito”), an automotive tier 1 partner of Cepton, Inc. (the “Company”) delivered to the Company a confidential non-binding letter of intent (the “Non-binding LOI”) expressing an interest in pursuing an investment in a new class of convertible non-voting preferred securities to be issued by Company (the “Proposed Preferred Stock”) for an aggregate subscription price of up to $100.0 million. | ea165126-8k_ceptoninc.htm |
| 2022-08-08 | 8-K | 2022-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2022, Cepton, Inc., a Delaware corporation (the “Company”), announced financial results for its second quarter ended June 30, 2022. | ea163867-8k_cepton.htm |
| 2022-08-01 | 8-K | 2022-07-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 27, 2022, the board of directors (the “Board”) of Cepton, Inc., a Delaware corporation (the “Company”) appointed Dr. Liqun Han as Chief Operating Officer of the Company, with such appointment to be effective on August 1st, 2022. | ea163594-8k_cepton.htm |
| 2022-06-22 | 8-K | 2022-06-20 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | ea161856-8k_cepton.htm |
| 2022-05-11 | 8-K | 2022-05-11 | 2.02 Results of Operations and Financial Condition | 2.02 On May 11, 2022, Cepton, Inc., a Delaware corporation (the “Company”), announced financial results for its first quarter ended March 31, 2022. | ea159563-8k_ceptoninc.htm |
| 2022-04-05 | 8-K | 2022-04-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On April 5, 2022, Dr. Winston Fu notified Cepton, Inc., a Delaware corporation (the “Company”) of his resignation from his position as Chief Financial Officer of the Company, effective April 5, 2022. 7.01 On April 5, 2022, the Company issued a press release announcing Dr. Fu’s resignation and Mr. Xu’s appointment as discussed in Item 5.02 herein. | ea157882-8k_ceptoninc.htm |
| 2022-03-31 | 8-K/A | 2022-02-10 | 8.01 Other Events | 8.01 The Company is supplementing the risk factors set out under “Risk Factors” in the Original Report. | ea157143-8ka1_ceptoninc.htm |
| 2022-03-10 | 8-K | 2022-03-10 | 2.02 Results of Operations and Financial Condition | 2.02 On March 10, 2022, Cepton, Inc., a Delaware corporation (the “Company”), announced financial results for its fourth quarter and fiscal year ended December 31, 2021. | ea156676-8k_ceptoninc.htm |
| 2022-02-11 | 8-K | 2022-02-10 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics; 5.06 Change in Shell Company Status; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 (f) of Form 8-K states that if the registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. 3.02 At the Closing, the Company consummated the PIPE Investment. 3.03 The information set forth in Item 5.03 of this Report is incorporated herein by reference. 4.01 (a) Dismissal of independent registered public accounting firm. 5.01 The information set forth above under the “Introductory Note” above and in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in Item 2.01 of this Report is incorporated herein by reference. 5.02 The information set forth above in the sections titled “Directors and Officers,” “Executive Compensation,” “Certain Relationships and Related Transactions” and “Indemnification of Directors and Officers” in Item 2.01 of this Report is incorporated herein by reference. 5.03 On February 10, 2022, in connection with the consummation of the Transactions, the Company’s A&R Charter, and Amended and Restated Bylaws (the “A&R Bylaws”) were approved by GCAC’s stockholders at the Special Meeting and became effective. 5.05 On the Closing Date, the Board adopted a new a Code of Conduct and Ethics (the “Revised Code”). 5.06 The disclosure set forth in the “Introductory Note” above is incorporated by reference into this Item 5.06. 8.01 On February 10, 2022, the parties issued a joint press release announcing the completion of the Business Combination, a copy of which is furnished as Exhibit 99.1 hereto. | ea155007-8k_ceptoninc.htm |
| 2022-02-09 | 8-K | 2022-02-03 | 1.01 Entry into a Material Definitive Agreement; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 As previously disclosed by Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”), in its Current Report on Form 8-K that was filed on August 5, 2021 with the Securities and Exchange Commission (“SEC”), on August 4, 2021, GCAC entered into subscription agreements (as amended by the Subscription Agreement Amendment (as defined below), the “Subscription Agreements”) with the investors named therein (the “PIPE Investors”). 5.07 On February 9, 2022, GCAC held a special meeting of its stockholders (the “Special Meeting”), at which holders of 15,727,382 shares of common stock were present in person or by proxy, constituting a quorum for the transaction of business. 7.01 On February 9, 2022, GCAC issued a press release (the “Press Release”) announcing that GCAC’s stockholders voted to approve the previously announced proposed business combination at the Special Meeting. 8.01 An aggregate of 15,589,540 shares of GCAC’s Class A common stock were presented for redemption in connection with the Special Meeting in exchange for a pro rata portion of the funds in the GCAC’s trust account (the “Trust Account”). | ea155215-8k425_growthcap.htm |
| 2022-01-24 | 8-K | 2022-01-21 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 As previously disclosed by Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”), in its Current Report on Form 8-K that was filed on August 5, 2021 with the Securities and Exchange Commission (“SEC”), on August 4, 2021, GCAC entered into a Business Combination Agreement (as amended by the BCA Amendment (as defined below), the “Business Combination Agreement”) with GCAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of GCAC (“Merger Sub”), and Cepton Technologies, Inc., a Delaware corporation (“Cepton”). 7.01 On January 24, 2022, Cepton issued a press release (the “Press Release”) announcing that it will host a virtual investor day event on Thursday, January 27, 2022, beginning at 12:00 p.m. | ea154391-8k425_growthcap.htm |
| 2022-01-18 | 8-K | 2022-01-18 | 7.01 Regulation FD Disclosure | 7.01 On January 18, 2022, Cepton Technologies, Inc., a Delaware corporation (“Cepton”), issued a press release (the “Press Release”) announcing that its Chief Executive Officer, Dr. Jun Pei, and its Chief Financial Officer, Dr. Winston Fu, will present virtually at the Baird 2022 Vehicle Technology and Mobility Conference on Tuesday, January 25, 2022 at 1:10 p.m. | ea154097-8k425_growthcap.htm |
| 2022-01-05 | 8-K | 2022-01-04 | 7.01 Regulation FD Disclosure | 7.01 On January 4, 2022 (the “Effective Date”), Cepton Technologies, Inc. (“Cepton”) entered into a Loan and Security Agreement (the “Loan Agreement”) with Trinity Capital Inc., a Maryland corporation (the “Lender”), pursuant to which the Lender has agreed to make up to three (3) advances (each, an “Advance,” and collectively, the “Advances”) to Cepton in an aggregate original principal amount not to exceed $25,000,000. | ea153460-8k425_growthcap.htm |
| 2022-01-05 | 8-K | 2022-01-05 | 7.01 Regulation FD Disclosure | 7.01 As previously announced on December 29, 2021, Cepton Technologies, Inc., a Delaware corporation (“Cepton”) canceled its in-person participation at the upcoming Consumer Electronics Show (“CES”) from January 5, 2022 to January 8, 2022 due to the rise in COVID-19 cases across the United States. | ea153461-8k425_growthcap.htm |
| 2021-12-29 | 8-K | 2021-12-29 | 7.01 Regulation FD Disclosure | 7.01 On December 29, 2021, Cepton Technologies, Inc., a Delaware corporation (“Cepton”), issued a press release (the “Press Release”) announcing that Cepton has canceled its in-person participation at the upcoming Consumer Electronics Show (CES) from January 5, 2022 to January 8, 2022 due to the rise in COVID-19 cases across the United States. | ea153159-8k425_growthcap.htm |
| 2021-11-29 | 8-K | 2021-11-24 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. 7.01 On November 26, 2021, Cepton issued a press release (the “Press Release”) announcing that Cepton and GCAC entered into the Purchase Agreement with Lincoln Park. | ea151431-8k_growthcap.htm |
| 2021-11-23 | 8-K | 2021-11-22 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 In connection with the preparation of Growth Capital Acquisition Corp.’s (the “Company”) financial statements as of September 30, 2021, the Company’s management, in consultation with its advisors, identified an error made in certain of its previously issued financial statements, arising from the manner in which, as of the closing of the Company’s initial public offering, the Company valued its Class A common stock subject to possible redemption. | tm2133672d1_8k.htm |
| 2021-11-15 | 8-K | 2021-11-12 | 7.01 Regulation FD Disclosure | 7.01 On November 12, 2021, Cepton Technologies, Inc., a Delaware corporation (“Cepton”), issued a press release (the “Press Release”) announcing that Cepton’s Chief Executive Officer, Dr. Jun Pei, will join a panel discussion at the J.P. Morgan 9th Annual Global Technology, Media and Telecom Conference in Asia, and that Dr. Pei and Cepton’s Chief Financial Officer, Dr. Winston Fu, will host investor meetings at the Craig-Hallum 12th Annual Alpha Select Conference and that Dr. Pei and Dr. Fu will present and host investor meetings at the Barclays Global Automotive and Mobility Tech Conference on November 15, 2021, November 16, 2021 and November 18, 2021, respectively. | ea150543-8k_growthcap.htm |
| 2021-09-15 | 8-K | 2021-09-09 | 7.01 Regulation FD Disclosure | 7.01 On September 9, 2021 and September 10, 2021, representatives of Cepton Technologies, Inc., a Delaware corporation (“Cepton”), including the Chief Executive Officer, Dr. Jun Pei, and the Chief Financial Officer, Dr. Winston Fu, presented at the RBC Capital Markets Global Industrials Conference (the “RBC Conference”) and Cowen’s 14th Annual Global Transportation & Sustainability Mobility Conference (the “Cowen Conference”), respectively. | tm2127661d1_8k.htm |
| 2021-09-02 | 8-K | 2021-09-02 | 7.01 Regulation FD Disclosure | 7.01 On September 2, 2021, Cepton Technologies, Inc., a Delaware corporation (“Cepton”), issued a press release (the “Press Release”) announcing that its Chief Executive Officer, Dr. Jun Pei, and its Chief Financial Officer, Dr. Winston Fu, will present at the RBC Capital Markets Global Industrials Conference and the Cowen’s 14th Annual Global Transportation & Sustainability Mobility Conference on September 9, 2021 and September 10, 2021, respectively, each at 4:00 p.m. | ea146901-8k_growthcap.htm |
| 2021-08-06 | 8-K | 2021-08-05 | 8.01 Other Events | 8.01 As previously disclosed, on August 5, 2021, Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”), and GCAC Merger Sub Inc., a Delaware corporation and newly formed wholly-owned subsidiary of GCAC (“Merger Sub”) entered into a Business Combination Agreement (the “Business Combination Agreement”) with Cepton Technologies, Inc., a Delaware corporation (“Cepton”). | tm2124259d1_8k.htm |
| 2021-08-05 | 8-K | 2021-08-04 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 The disclosure set forth above under the heading “Private Placement” in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02. 7.01 On August 5, 2021, GCAC issued a press release announcing the execution of the Business Combinations Agreement. | tm2124194d1_8k.htm |
| 2021-03-18 | 8-K | 2021-03-18 | 8.01 Other Events | 8.01 On March 18, 2021, Growth Capital Acquisition Corp. (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the units may elect to separately trade shares of the Class A common stock and the warrants comprising the units commencing on March 22, 2021. | tm2110230d1_8k.htm |
| 2021-02-09 | 8-K | 2021-02-02 | 8.01 Other Events | 8.01 On February 2, 2021, Growth Capital Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 17,250,000 units (the “Units”), including 2,250,000 units sold upon full exercise of the underwriters’ over-allotment. | tm215683d1_8k.htm |
| 2021-02-04 | 8-K | 2021-01-29 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 Simultaneously with the closing of the IPO, pursuant to the Private Warrant Purchase Agreements, the Company completed the private sale of an aggregate of 5,175,000 warrants (the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $5,175,000. 5.03 On January 29, 2021, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation (the “Charter”) with the Secretary of State of the State of Delaware, effective the same day. 8.01 A total of $172,500,000, comprised of $168,337,625 of the proceeds from the IPO and $4,162,375 of the proceeds of the sale of the Private Placement Warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. | tm215333d1_8k.htm |