cptn-20240328
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 28, 2024
CEPTON, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3995927-2447291
(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 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 on Which Registered:
Common stock, par value $0.00001 per shareCPTNThe Nasdaq Stock Market LLC
Redeemable warrants, exercisable for common stock at an exercise price of $115.00 per share, subject to adjustmentCPTNWThe Nasdaq Stock Market LLC
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 2.02 Results of Operations and Financial Condition.
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. A copy of the Company’s press release announcing these financial results is attached as Exhibit 99.1 hereto and incorporated in this Item 2.02 by reference.
The information set forth in Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.Description
99.1
104.1Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
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.
CEPTON, INC.
Date: March 28, 2024
By:/s/ Jun Pei
Name:Jun Pei
Title:President and Chief Executive Officer
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Document

Exhibit 99.1
Cepton, Inc. Reports Fourth Quarter and Full Year 2023 Results
SAN JOSE, CA, March 28, 2024 – Cepton, Inc. (“Cepton”) (Nasdaq: CPTN), a Silicon Valley innovator and leader in high performance lidar solutions, today announced business updates and financial results for the fourth quarter and full year ended December 31, 2023.
“We are building upon our extensive OEM project experience in commercializing automotive grade lidars, in collaboration with our tier 1 partner, to pursue sourcing wins with global OEMs,” said Jun Pei, Cepton’s Co-Founder and CEO. “At CES 2024, we showcased our best-in-class next generation product, Cepton Ultra, demonstrating our leadership in lidar innovation.”
Business Highlights
Partnership with Koito
Received non-binding indication of interest from long-term automotive Tier 1 partner, Koito Manufacturing Co., Ltd. (“Koito”), to acquire 100% of our outstanding shares, as disclosed in our 8-K filed on December 21, 2023; the indication of interest is under evaluation.
Automotive
Continued final round of sourcing discussions with a Top 10 global automotive OEM for long-range lidar
Received RFQ from a Top 3 global automotive OEM
Smart Infrastructure
Continued lidar shipments to major airports through our partnership with The Indoor Lab
Completed a significant development milestone for a major autonomous industrial vehicles OEM using our Nova product
Incorporated our lidar technology with Koito’s new product, ILLUMIERE™ a detection system designed for smart infrastructure customers; showcased at CES 2024
Technology
Launched Cepton Ultra, our next generation of high-performance long-range lidar with the smallest form factor in the industry to date, at CES 2024
Developed and demonstrated MagnoSteer™, our proprietary scanning and imaging technology, one of the top offerings in lidar imaging solutions in the market
Financial Highlights
Revenue and Gross Margin
Achieved full year 2023 revenue of $13.1 million, an increase of 76% compared to the prior year, and above the full year 2023 revenue guidance provided in our third quarter 2023 earnings release
Fourth quarter 2023 product revenue was $2.5 million, an increase of 152% compared to the prior year comparable period and a decrease of 35% sequentially
Fourth quarter 2023 development revenue was $2.5 million, an increase of 314% compared to the prior year comparable period. There was minimal development revenue during the third quarter 2023 (sequential quarter)
Full year gross margin was 27% and fourth quarter 2023 gross margin was 54%



Net Loss and Non-GAAP Net Loss
Fourth quarter 2023 GAAP net loss was $8.3 million, or $(0.52) per share, basic and diluted, and full year GAAP net loss was $48.5 million, or $(3.08) per share, basic and diluted
Fourth quarter 2023 non-GAAP net loss was $6.4 million, or $(0.41) per share, basic and diluted, and full year Non-GAAP net loss was $38.9 million, or $(2.47) per share, basic and diluted
Adjusted EBITDA
Fourth quarter 2023 adjusted EBITDA was $(7.1) million, and the full year adjusted EBITDA was $(41.2) million
Conference Call Details

Cepton will host a live conference call and webcast to discuss the business updates and results at 2:30 p.m. PT (5:30 p.m. ET) today. The live call can be accessed by dialing 1-877-423-9813 (toll free) or 1-201-689-8573 (international) and by webcast at https://investors.cepton.com/.

A telephonic replay of the conference call will be available approximately three hours after the live call and until April 11, 2024, and can be accessed by dialing 1-844-512-2921 (toll free) or 1-412-317-6671 (international) and entering the passcode 13745079. An archived webcast of the conference call will be accessible on Cepton’s Investor Relations page at https://investors.cepton.com/.
About Cepton, Inc.
Cepton is a Silicon Valley innovator of lidar-based solutions for automotive (ADAS/AV), smart cities, smart spaces, and smart industrial applications. With its patented lidar technology, Cepton aims to take lidar mainstream and achieve a balanced approach to performance, cost and reliability, while enabling scalable and intelligent 3D perception solutions across industries.

Founded in 2016 and led by industry veterans with decades of collective experience across a wide range of advanced lidar and imaging technologies, Cepton is focused on the mass market commercialization of high performance, high quality lidar solutions. Cepton is headquartered in San Jose, CA and has a center of excellence facility in Troy, MI to provide local support to automotive customers in the Detroit Metropolitan area. Cepton also has a presence in Germany to serve a fast-growing global customer base. For more information, visit www.cepton.com and follow Cepton on Twitter and LinkedIn. Information on or that can be accessed through our website, our Twitter account, our LinkedIn account, or that is contained in any website to which a hyperlink is provided herein is not part of this press release.
Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this press release are forward-looking statements. The statements included above as well as any other statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. 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 or trends or that are not statements of historical matters. Cepton cautions readers of this press release that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond Cepton’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, statements regarding the indication of interest received from Koito and uncertainty as to the pricing, timing or terms of any transaction with Koito, estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, potential benefits and the commercial attractiveness to its customers of Cepton’s products and services, the potential success of Cepton’s marketing and expansion strategies, and the potential for Cepton to achieve design awards.
These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Cepton’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, including (1) the conditions affecting the markets in which Cepton operates; (2) the
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success of Cepton’s strategic relationships, including with Koito, which is not exclusive; (3) fluctuations in sales by Cepton’s major customers; (4) fluctuations in capital spending in the automotive and smart infrastructure markets; (5) negative impact on the global economy and capital markets resulting from macroeconomic conditions, including inflation and rising interest rates, the effects of public health crises, and the potential impact of geopolitical conflicts, such as the ongoing conflicts in Ukraine and the Middle East; (6) changes in applicable laws or regulations; (7) the possibility that Cepton’s business may be adversely affected by other economic, business, or competitive factors; (8) the risk that current trends in the automotive and smart infrastructure markets decelerate or do not continue; (9) errors or material differences in Cepton’s estimates and expectations for its financial performance and growth, including when Cepton will generate positive cash flow from operations; (10) risks relating to the uncertainty of projected financial and operating information, including whether Cepton will be able to achieve its target milestones, its pricing and sales volume targets, and win the engagements contemplated in its projected pipeline, and the ability of OEMs and other strategic partners to re-source or cancel vehicle or technology programs; (11) risks related to future market adoption of Cepton’s offerings; (12) risks related to Cepton’s marketing and growth strategies; (13) the effects of competition on Cepton’s future business; (14) Cepton’s ability to issue equity or equity-linked securities in the future; (15) Cepton’s ability to raise funding on reasonable terms as necessary to develop its products in the timeframe contemplated by its business plan, and to comply with the terms of any restrictive, financial or other covenants in the agreements governing such funding, including the consent and other rights granted to Koito as part of Koito’s convertible preferred stock investment; (16) Cepton’s ability to execute its business plans and strategy; (17) the outcome of any legal proceedings that may be instituted against Cepton, including any related to the business combination with Growth Capital Acquisition Corp.; and (18) the other risks and uncertainties indicated from time to time in the reports and documents Cepton files with the Securities and Exchange Commission (the “SEC”), including in its Annual Report on Form 10-K. If any of these risks materialize or any of Cepton’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Cepton does not presently know or that Cepton currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Cepton’s expectations, plans or forecasts of future events and views as of the date of this press release. Cepton anticipates that subsequent events and developments will cause its assessments to change. These forward-looking statements should not be relied upon as representing Cepton’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements. Cepton 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, except as required by law.
Actual results, performance or achievements may, and are likely to, differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements were based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond Cepton’s control.
Non-GAAP Financial Measures

Some of the financial information and data contained in this press release, such as non-GAAP net loss and adjusted EBITDA, have not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Non-GAAP net loss is defined as GAAP net (loss) income excluding stock-based compensation, non-recurring transaction expenses, gain or loss on changes in fair value of earnout liability and warrants, loss on extinguishment of debt, loss on impairment of property and equipment, and foreign currency transaction loss, net. As a result of the cancellation of the GM series production award in December 2023, Cepton recognized an impairment loss of $0.4 million associated with long-lived assets acquired specifically for production of ADAS lidar sensors. This loss is excluded from the calculation of Non-GAAP net loss. Adjusted EBITDA is defined as non-GAAP net loss before interest income or expense, provision for income taxes, and depreciation and amortization.
Cepton believes these non-GAAP financial measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Cepton’s financial condition and results of operations. Cepton believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating actual and projected operating results and trends in comparing Cepton’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Cepton also believes that adjusted EBITDA is useful to investors and analysts in assessing our operating performance during the periods these charges were incurred on a consistent basis with the periods during which these charges were not incurred. Our presentation of adjusted EBITDA should not be considered as an inference that our future results and financial position will be unaffected by unusual items. Cepton does not consider these non-GAAP financial measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and other amounts that are required by GAAP to be recorded in Cepton’s financial
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statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and other amounts are excluded or included in determining these non-GAAP financial measures.
Cepton, Inc. Contacts
Investors: InvestorRelations@cepton.com
Media: Faithy Li, media@cepton.com
Source: Cepton, Inc.
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CEPTON, INC. AND SUBSIDIARIES
Reconciliation of GAAP Net (Loss) Income to Non-GAAP Net Loss and Non-GAAP Adjusted EBITDA(1)
(In thousands, except share and per share data)
(unaudited)
Three Months Ended December 31,Year Ended December 31,
2023
2022 (1)
2023
2022 (1)
Net (loss) income$(8,320)$(15,251)$(48,546)$9,380 
Stock-based compensation1,583 2,289 8,572 8,243 
Non-recurring transaction expenses— — — 3,009 
Gain on changes in fair value of earnout liability— (3,210)(827)(74,078)
Gain on changes in fair value of warrant liability(98)(326)(397)(2,875)
Loss on extinguishment of debt— 958 1,123 958 
Loss on impairment of property and equipment387 — 387 — 
Foreign currency transaction loss, net— 2,168 757 2,168 
Non-GAAP net loss(6,448)(13,372)(38,931)(53,195)
Interest expense (income), net(777)914 (2,792)2,511 
Provision (benefit) for income taxes13 (6)16 16 
Depreciation and amortization126 120 496 344 
Non-GAAP adjusted EBITDA(7,086)(12,344)(41,211)(50,324)
GAAP net income (loss) per share attributable to common stockholders:
Basic$(0.52)$(0.97)$(3.08)$0.64 
Diluted$(0.52)$(0.97)$(3.08)$0.60 
Non-GAAP net loss per share attributable to common stockholders:
Basic$(0.41)$(0.85)$(2.47)$(3.62)
Diluted$(0.41)$(0.85)$(2.47)$(3.62)
Shares used in computing GAAP net income (loss) per share attributable to common stockholders:
Basic15,852,949 15,651,523 15,776,387 14,691,793 
Diluted15,852,949 15,651,523 15,776,387 15,572,845 
Shares used in computing Non-GAAP net loss per share attributable to common stockholders:
Basic15,852,949 15,651,523 15,776,387 14,691,793 
Diluted15,852,949 15,651,523 15,776,387 14,691,793 
(1)Prior period figures are presented as adjusted for the one-for-ten reverse stock split of the Company's issued common stock (the “Reverse Stock Split”) effective on September 21, 2023.
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CEPTON, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except share data)
December 31,
2023
2022 (1)
ASSETS
Current assets:
Cash and cash equivalents$50,406 $31,953 
Short-term investments5,969 3,703 
Accounts receivable, net of allowance for credit losses of $0 and $0, respectively3,625 1,301 
Inventories2,396 2,985 
Prepaid expenses and other current assets1,253 6,272 
Total current assets63,649 46,214 
Property and equipment, net1,450 982 
Restricted cash1,283 2,565 
Other assets10,067 555 
Total assets$76,449 $50,316 
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable$1,128 $1,979 
Operating lease liabilities, current1,875 211 
Accrued expenses and other current liabilities4,066 2,265 
Short-term debt— 42,587 
Total current liabilities7,069 47,042 
Warrant liability43 440 
Earnout liability93 920 
Operating lease liabilities, non-current8,720 281 
Total liabilities15,925 48,683 
Commitments and contingencies (Note 17)
Convertible preferred stock:
Convertible preferred stock – Par value $0.00001 per share – 5,000,000 shares authorized at December 31, 2023 and 2022; 100,000 shares issued and outstanding at December 31, 2023 (aggregate liquidation preference of $104.1 million at December 31, 2023; no shares issued and outstanding at December 31, 2022;98,891 — 
Stockholders’ equity (deficit):
Common stock – Par value $0.00001 per share – 35,000,000 shares authorized at December 31, 2023 and 2022; 15,861,494 and 15,674,781 shares issued and outstanding at December 31, 2023 and 2022, respectively— — 
Additional paid-in capital96,583 88,058 
Accumulated other comprehensive income(345)(366)
Accumulated deficit(134,605)(86,059)
Total stockholders’ equity (deficit)(38,367)1,633 
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)$76,449 $50,316 
(1)Prior period figures are presented as adjusted for the Reverse Stock Split effective on September 21, 2023.
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CEPTON, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except share and per share data)
Three Months Ended December 31,Year Ended December 31,
2023
2022 (1)
2023
2022 (1)
Lidar sensor and prototype revenue$2,457 $974 $10,270 $5,616 
Development revenue2,494 602 2,786 1,810 
Total revenue$4,951 $1,576 $13,056 $7,426 
Lidar sensor and prototype cost of revenue1,804 775 8,939 6,383 
Development cost of revenue451 249 567 849 
Total cost of revenue$2,255 $1,024 $9,506 $7,232 
Gross profit2,696 552 3,550 194 
Operating expenses:
Research and development6,570 8,646 29,879 33,013 
Selling, general and administrative5,322 6,674 24,374 28,629 
Total operating expenses11,892 15,320 54,253 61,642 
Operating loss(9,196)(14,768)(50,703)(61,448)
Other income (expense):
Gain on change in fair value of earnout liability— 3,210 827 74,078 
Gain on change in fair value of warrant liability98 326 397 2,875 
Foreign currency transaction loss, net— (2,168)(757)(2,168)
Loss on extinguishment of debt— (958)(1,123)(958)
Other (expense) income, net14 15 37 (472)
Interest (expense) income, net777 (914)2,792 (2,511)
(Loss) income before income taxes(8,307)(15,257)(48,530)9,396 
(Provision) benefit for income taxes(13)(16)(16)
Net (loss) income$(8,320)$(15,251)$(48,546)$9,380 
Net income (loss) per share, basic$(0.52)$(0.97)$(3.08)$0.64 
Net income (loss) per share, diluted$(0.52)$(0.97)$(3.08)$0.60 
Weighted-average common shares, basic15,852,949 15,651,523 15,776,387 14,691,793 
Weighted-average common shares, diluted15,852,949 15,651,523 15,776,387 15,572,845 
(1)Prior period figures are presented as adjusted for the Reverse Stock Split effective on September 21, 2023.
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CEPTON, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
Year Ended December 31,
20232022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income$(48,546)$9,380 
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization496 344 
Stock-based compensation8,572 8,243 
Amortization of right-of-use asset1,596 1,360 
Amortization, other347 1,721 
Accretion from short-term investments(1,157)(80)
Gain on change in fair value of earnout liability(827)(74,078)
Gain on change in fair value of warrant liability(397)(2,875)
Loss on impairment of property and equipment387 — 
Loss from extinguishment of debt1,123 958 
Foreign currency transaction loss, net757 2,168 
Other— 181 
Changes in operating assets and liabilities:
Accounts receivable, net(2,324)(801)
Inventories575 (448)
Prepaid expenses and other current assets4,032 (1,920)
Other long-term assets202 (296)
Accounts payable(1,073)(653)
Accrued expenses and other current liabilities1,800 99 
Operating lease liabilities(1,086)(1,611)
Other long-term liabilities— 311 
Net cash used in operating activities(35,523)(57,997)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment(1,292)(760)
Proceeds from sale of property and equipment36 — 
Purchases of short-term investments(37,806)(32,368)
Proceeds from sales of short-term investments— 8,303 
Proceeds from maturities of short-term investments36,700 23,274 
Net cash used in investing activities(2,362)(1,551)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Business Combination and private offering— 76,107 
Payments of Business Combination and private offering transaction costs— (29,031)
Proceeds from issuance of Trinity debt and warrants, net of debt discount— 9,724 
Repayment of Trinity debt— (10,400)
Repayment of secured term loan with Koito(45,220)— 
Proceeds from issuance of secured term loan with Koito— 39,442 
Proceeds from issuance of common stock options31 1,008 
Payment of employee taxes related to vested restricted stock units(63)— 
Proceeds from convertible preferred stock, net of issuance costs99,884 — 
Proceeds from issuance of common stock— 1,700 
Net cash provided by financing activities54,632 88,550 
Effect of exchange rate changes on cash424 1,862 
Net increase in cash, cash equivalents and restricted cash17,171 30,864 
Cash, cash equivalents and restricted cash, beginning of period34,518 3,654 
Cash, cash equivalents and restricted cash, end of period$51,689 $34,518 
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