Pomerantz Law Firm Announces the Filing of a Class Action Against Cepton, Inc. and Certain Officers - CPTN

NEW YORK, Oct. 8, 2025 /PRNewswire/ -- Pomerantz LLP announces that a class action lawsuit has been filed against Cepton, Inc. ("Cepton" or the "Company") (NASDAQ: CPTN) and certain officers. The class action, filed in the United States District Court for the Northern District of California, and docketed under 25-cv-08571, is on behalf of a class consisting of all persons and entities other than Defendants that purchased or sold shares of Cepton common stock between July 29, 2024 and January 6, 2025, both dates inclusive (the "Class Period"), seeking to recover damages caused by Defendants' violations of the federal securities laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, against the Company and certain of its top officials.

If you are an investor who purchased or otherwise acquired Cepton securities during the Class Period, you have until December 8, 2025, to ask the Court to appoint you as Lead Plaintiff for the class. A copy of the Complaint can be obtained at www.pomerantzlaw.com. To discuss this action, contact Danielle Peyton at [email protected] or 646-581-9980 (or 888.4-POMLAW), toll-free, Ext. 7980. Those who inquire by e-mail are encouraged to include their mailing address, telephone number, and the number of shares purchased.

[Click here for information about joining the class action]

Prior to the Company's merger with Koito Manufacturing Co., Ltd. ("Koito") (the "Koito Acquisition" or the "Merger") (as described below), Cepton was an electronics company focused on the deployment of high performance, mass-market light detection and ranging ("lidar") technologies to deliver safety and autonomy across the Automotive and Smart Infrastructure markets. The Company offered near-range lidars, long-range lidars and ultra-long-range lidars, automotive software and smart lidar systems that include its perception software.

As of July 2023, Koito, a Japanese manufacturer of automotive lighting equipment, had invested $200 million in Cepton in exchange for common and preferred stock amounting to 30.1% of Cepton's voting power on an as-converted basis and held two out of seven seats on the Company's Board of Directors (the "Board"). In October 2023, Koito requested that the Board form a special committee to negotiate a potential transaction with Koito. In December 2023, Koito announced a bid to acquire Cepton for $3.17 per share in cash in a going private transaction.

In July 2024, Cepton announced that it had accepted Koito's bid to acquire all of the Company's outstanding capital stock not owned by Koito for $3.17 per share in an all-cash transaction. According to Cepton, the Koito Acquisition would purportedly "complement Koito's existing sensor technology roadmap, while providing Cepton with the financial stability and scalability that are crucial to the commercialization of its lidar technology."

The Koito Acquisition closed on January 7, 2025, at which point all outstanding Cepton shareholders received $3.17 per share of Cepton common stock in cash. In a press release issued that same day, Cepton stated that the Merger "marks a strategic milestone in the industrialization of Cepton's cutting-edge lidar technology, combining the strengths of both companies to reshape future mobility" and "[s]upported by Koito's world-renowned automotive expertise, Cepton will continue to commercialize its lidar solutions with a strong focus on quality, reliability and sustainability."

The Complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company's business, operations, and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Cepton had received a credible third-party bid valuing Cepton at more than double the Koito Acquisition; (ii) Cepton's Board of Directors failed to meaningfully explore the foregoing offer and failed to disclose its terms when recommending that Cepton's shareholders approve the Koito Acquisition; (iii) consequently, Cepton's shareholders were deprived of the opportunity to meaningfully consider whether to accept or reject the Koito Acquisition; and (iv) as a result, Defendants' public statements were materially false and misleading at all relevant times.

Investors began to learn the truth four months after the Merger closed when, in May 2025, former Cepton shareholders filed two verified class action complaints in the Court of Chancery for the State of Delaware against, among others, Cepton and certain of the Company's executive officers, in connection with the Koito Acquisition. In July 2025, the foregoing actions were consolidated and restyled as In re Cepton, Inc. Stockholder Litigation, Case No. 2025-0519-LWW (the "Delaware Action"). Then, in September 2025, a redacted version of an amended consolidated class action complaint (the "Amended Complaint") filed in the Delaware Action became publicly available. The Amended Complaint followed a review of books and records produced by Cepton in response to plaintiffs' demands made under 8 Del. C. § 220. The Amended Complaint alleges that Cepton's Board agreed to the Koito Acquisition "at a price that was so unreasonable as to shock the conscience, and then pitched the grossly unfair deal to stockholders with a Proxy that concealed critical facts." Moreover, the Amended Complaint alleges that "the Proxy failed to disclose Cepton's receipt of—and the Board's utter failure to explore—a credible third-party bid valuing Cepton at more than double" the Koito Acquisition. The Amended Complaint further alleges that Cepton's Chief Executive Officer Defendant Jun Pei was subject to conflicts in his negotiations with Koito and encouraged the Board to recommend accepting the Koito Acquisition so as to protect his own personal economic interests at the expense of Cepton's stockholders.

Pomerantz LLP, with offices in New York, Chicago, Los Angeles, London, Paris, and Tel Aviv, is acknowledged as one of the premier firms in the areas of corporate, securities, and antitrust class litigation. Founded by the late Abraham L. Pomerantz, known as the dean of the class action bar, Pomerantz pioneered the field of securities class actions. Today, more than 85 years later, Pomerantz continues in the tradition he established, fighting for the rights of the victims of securities fraud, breaches of fiduciary duty, and corporate misconduct. The Firm has recovered billions of dollars in damages awards on behalf of class members. See www.pomlaw.com.

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CONTACT:
Danielle Peyton
Pomerantz LLP
[email protected]
646-581-9980 ext. 7980

SOURCE Pomerantz LLP