SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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Item 1.01 Entry into a Material Definitive Agreement.
The description of the Extension Agreement (as defined below) set forth in Item 8.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference. The description of the Extension Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Extension Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein. Terms used but not defined in this Current Report have the meaning given to such terms in the Current Report on Form 8-K filed by Cepton, Inc. (the “Company”) on September 8, 2022.
Item 8.01 Other Items.
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”).
In consideration of the constructive discussions and the positive progress made during the initial Exclusivity Period, on October 6, 2022, the Company and Koito entered into an agreement to extend the Exclusivity Period to 60 days after the Original Signing Date (the “Extension Agreement”).
At this time, there can be no assurances that the Company will or will not enter into any definite agreements with Koito, issue any securities to Koito (including the Proposed Preferred Stock) or otherwise enter into any other strategic corporate transactions with Koito or, following expiration of the Exclusivity Period (as it may be extended), any other third party.
This Current Report 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. The Company cautions readers of this Current Report that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’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, the terms of any such Proposed Preferred Stock and the related rights and protections granted to Koito in connection therewith, the Company’s interest, if any, in pursuing the Proposed Preferred Stock transaction contemplated by the Non-binding LOI, the proposed terms of the Proposed Preferred Stock contemplated by the Non-binding LOI, which may vary from those expressed in the Non-binding LOI, and the ability of the Company and Koito to successfully negotiate and agree upon definitive documentation with respect thereto, the potential benefits of entering into the Exclusivity Agreement (and the Extension Agreement) and entering into and consummating the Proposed Preferred Stock transaction contemplated by the Non-binding LOI, the ability of the Company to obtain necessary approvals, including the approval of the Company’s shareholders if required, and satisfy applicable closing conditions for such proposed transaction, and the timing thereof. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements. The Company 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.
Item 9.01 Financial Statements and Exhibits.
|10.1||Exclusivity agreement extension letter, dated October 6, 2022, by and between Cepton, Inc. and Koito Manufacturing Co., Ltd.|
|104.1||Cover Page Interactive Data File (embedded within the inline XBRL document).|
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.
|Date: October 6, 2022||By:||/s/ Jun Pei|
|Title:||President and Chief Executive Officer|
October 6, 2022
399 W. Trimble Road
San Jose, CA 95131
Attention: Dr. Jun Pei (Chairman of the Board & CEO)
|Re:||Extension of the Exclusivity Agreement|
Ladies and Gentlemen:
Reference is made to the letter regarding exclusivity agreement dated September 6, 2022 (the “Original Signing Date”) between KOITO MANUFACTURING CO., LTD. (“Koito”) and Cepton, Inc. (“Cepton”) (the “Exclusivity Agreement”). Capitalized terms used and not otherwise defined herein shall have their respective meanings set forth in the Exclusivity Agreement.
In consideration of the constructive discussions between the parties and the positive progress made thus far in respect of the Potential Transaction, Koito and Cepton hereby mutually agree to extend the expiration date of the Exclusivity Agreement to 60 days after the Original Signing Date. Except as provided in this letter, the Exclusivity Agreement shall remain unchanged and in full force and effect.
This letter will be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law rules of such state. Any dispute arising out of this letter shall be submitted to the Delaware Chancery Court or, if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and Koito and Cepton hereby irrevocably agree to submit to the jurisdiction of such courts. This letter may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
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Please confirm your agreement with the foregoing by signing a copy of this letter where indicated below and returning the same to the undersigned.
|KOITO MANUFACTURING CO., LTD.|
|By:||/s/ Michiaki Kato|
|Title:||President and COO|
|Accepted and Agreed:|
|By:||/s/ Jun Pei|
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