Filed Pursuant to Rule 424(b)(3)
File No. 333-262668
PROSPECTUS SUPPLEMENT NO. 11
(to prospectus dated May 11, 2022)
138,431,899 Shares of Common Stock
5,175,000 Warrants to Purchase Shares of Common Stock
13,800,000 Shares of Common Stock Underlying Warrants
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated May 11, 2022 (as supplemented prior to the date hereof, the “Prospectus”), related to the offer and sale from time to time by the Selling Securityholders of up to 138,431,899 shares of our common stock, 5,175,000 warrants to purchase shares of common stock and 5,175,000 shares of common stock that are issuable upon the exercise of the warrants, consisting of:
|●||up to 122,903,551 Consideration Shares;|
|●||up to 5,265,848 Option Shares;|
|●||up to 5,950,000 PIPE Shares;|
|●||up to 4,312,500 Founder Shares;|
|●||up to 5,175,000 Private Placement Warrants; and|
|●||5,175,000 Private Warrant Shares.|
The Prospectus also relates to the issuance by us of up to 13,800,000 Warrant Shares comprised of 8,625,000 Public Warrant Shares and 5,175,000 Private Warrant Shares.
On November 14, 2022, we filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement to update and supplement the Prospectus with the information contained in the Current Report.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such terms in the Prospectus.
Our common stock and Public Warrants are listed on the Nasdaq Capital Market under the symbols “CPTN” and “CPTNW,” respectively. As of November 14, 2022, the closing price of our common stock and warrants was $1.68 and $0.2048, respectively.
We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.
INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 10 OF THE PROSPECTUS AND PART II, ITEM 1A OF OUR QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2022.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or this prospectus supplement or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 14, 2022.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 13, 2022
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Commission File Number)||
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
|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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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”). The Investment Agreement contemplates that a member of the Company’s board of directors, to be mutually agreed upon by the Company, the Investor and such director, will submit a conditional letter of resignation, pursuant to which such director will resign their office as a director of the Company, effective as of the Closing Date (as defined in the Investment Agreement) and conditional upon the occurrence of the Closing (as defined in the Investment Agreement). Following execution of the Investment Agreement, the Company, the Investor and Winston Fu, a member of the Company’s board of directors, agreed that Dr. Fu would resign in satisfaction of the Company’s obligations under the Investment Agreement. As part of their discussions, Dr. Fu informed the Company and the Investor that he would like to pursue other opportunities prior to the anticipated Closing Date and the Company and the Investor agreed, in light of Dr. Fu’s generous contributions to the Company over the last six years, to accept a non-conditional resignation letter in satisfaction of the Company’s obligations under the Investment Agreement. On November 13, 2022, Dr. Fu submitted a letter of resignation, resigning from the Company’s board of directors and all other offices and positions, including as Advisor on Strategic Projects, effective as of November 18, 2022. Dr. Fu’s resignation is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Company’s board of directors and management thank Dr. Fu for his many years of service and his guidance as the Company transitioned into a publicly traded company this year.
In connection with his separation from employment, Dr. Fu and the Company intend to enter into a separation agreement that will provide for Dr. Fu’s award of restricted stock units, that was scheduled to vest in May 2023, to be fully vested upon his separation and will include a general release of claims by Dr. Fu in favor of the Company.
The Company expects the vacancy created by Dr. Fu’s resignation to remain unfilled pending the transactions contemplated by the Investment Agreement, which contemplates the appointment of a replacement director effective as of the Closing Date.
Item 9.01 Financial Statements and Exhibits.
|104||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: November 13, 2022
|By:||/s/ Jun Pei|
|Title:||President and Chief Executive Officer|