0000950103-23-000773.txt : 20230120 0000950103-23-000773.hdr.sgml : 20230120 20230120093419 ACCESSION NUMBER: 0000950103-23-000773 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230119 FILED AS OF DATE: 20230120 DATE AS OF CHANGE: 20230120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Koito Manufacturing Co., Ltd. CENTRAL INDEX KEY: 0001890849 STATE OF INCORPORATION: M0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39959 FILM NUMBER: 23539084 BUSINESS ADDRESS: STREET 1: 4-8-3, TAKANAWA, MINATO-KU CITY: TOKYO STATE: M0 ZIP: 1088711 BUSINESS PHONE: 81334475142 MAIL ADDRESS: STREET 1: 4-8-3, TAKANAWA, MINATO-KU CITY: TOKYO STATE: M0 ZIP: 1088711 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cepton, Inc. CENTRAL INDEX KEY: 0001498233 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 272447291 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 399 WEST TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 408-459-7579 MAIL ADDRESS: STREET 1: 399 WEST TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: Growth Capital Acquisition Corp. DATE OF NAME CHANGE: 20210910 FORMER COMPANY: FORMER CONFORMED NAME: PinstripesNYS, Inc. DATE OF NAME CHANGE: 20210910 FORMER COMPANY: FORMER CONFORMED NAME: Growth Capital Acquisition Corp. DATE OF NAME CHANGE: 20200225 4 1 dp186661_4-koito.xml X0306 4 2023-01-19 0 0001498233 Cepton, Inc. CPTN 0001890849 Koito Manufacturing Co., Ltd. 4-8-3, TAKANAWA, MINATO-KU TOKYO M0 108-8711 JAPAN 0 0 1 0 Series A Convertible Preferred Stock 2.585 2023-01-19 4 P 0 100000 1000 A 2024-01-19 Common Stock 38684720 100000 D Pursuant to the completion of the transactions contemplated by that certain Investment Agreement, dated as of October 27, 2022, by and between the Issuer and the Reporting Person, the Issuer issued and sold to the Reporting Person 100,000 shares of Series A Convertible Preferred Stock, par value $0.00001 per share (the "Series A Preferred Stock"), of the Issuer, convertible for common stock, par value $0.00001 per share (the "Common Stock"), of the Issuer, for a purchase price of $1,000 per share of Series A Preferred Stock, for an aggregate purchase price of $100,000,000. Due to a 1000 character limit, Footnote 2 is a continuation of Footnote 1: Subject to certain anti-dilution adjustments, including with respect to certain issuances with an effective price below the then current Conversion Price (as defined in the Certificate of Designations for the Series A Preferred Stock), and customary provisions related to partial dividend periods, the Series A Preferred Stock is convertible at the option of the holders thereof at any time following January 19, 2024 into a number of shares of Common Stock equal to the Conversion Rate (as defined in the Certificate of Designations for the Series A Preferred Stock), which initially is approximately 386.8472:1 based on the initial Conversion Price of $2.585; provided that each converting holder will receive cash in lieu of fractional shares (if any). The Series A Preferred Stock is perpetual and therefore has no expiration date. KOITO MANUFACTURING CO., LTD. /s/ Hideharu Konagaya Senior Managing Director 2023-01-20