Overview

A class action lawsuit has been filed against Cepton, Inc. (“Cepton” or the “Company”) and certain of the Company’s former senior executive officers alleging violations of the federal securities laws. Cepton’s common stock traded in an efficient market on the Nasdaq Stock Market (“NASDAQ”) under the ticker symbol “CPTN.”

The Cepton class action lawsuit was brought on behalf of all persons and entities who purchased or sold shares Cepton common stock between July 29, 2024, and January 6, 2025, both dates inclusive, (the “Class Period”).

Prior to its merger with Koito Manufacturing Co., Ltd. (“Koito”), Cepton was an electronics company specializing in high-performance, mass-market lidar (light detection and ranging) technologies for use in automotive safety and smart infrastructure applications. Cepton’s product lineup included near-, long-, and ultra-long-range lidars, as well as automotive software and smart lidar systems incorporating perception software.

By July 2023, Koito, a Japanese manufacturer of automotive lighting equipment, had invested $200 million in Cepton in exchange for common and preferred stock, giving it 30.1% of Cepton’s voting power and two seats on the company’s seven-member board of directors. In October 2023, Koito requested that Cepton’s board form a special committee to evaluate a potential transaction between the two companies. Two months later, in December 2023, Koito announced its intent to acquire Cepton for $3.17 per share in cash through a going-private transaction.

In July 2024, Cepton announced that it had accepted Koito’s offer to acquire all remaining outstanding shares not already owned by Koito for $3.17 per share in an all-cash deal. The company stated that the acquisition would “complement Koito’s existing sensor technology roadmap” and provide Cepton with the financial stability necessary to scale and commercialize its lidar technology. The merger closed on January 7, 2025, at which point Cepton shareholders received $3.17 per share in cash. That same day, Cepton issued a press release describing the merger as a “strategic milestone” in the development of its lidar technology, emphasizing that the combination of Cepton’s innovation and Koito’s automotive expertise would drive future commercialization and sustainability efforts.

The lawsuit alleges that throughout the class period, Cepton and its executives made materially false and misleading statements about the company’s business, operations, and compliance with fiduciary duties. Specifically, the lawsuit claims that Cepton received a credible third-party acquisition bid valuing the company at more than twice the price of the Koito deal, but the board of directors failed to meaningfully evaluate that offer or disclose its terms to shareholders. As a result, shareholders were allegedly deprived of the opportunity to fairly assess and decide whether to accept or reject Koito acquisition. The lawsuit contends that these omissions rendered Cepton’s public statements materially false and misleading.

According to the lawsuit, investors began learning the truth in May 2025, when former Cepton shareholders filed class action complaints in the Delaware Court of Chancery challenging the fairness of the Koito merger. In September 2025, a redacted version of an amended consolidated complaint became public, revealing allegations that Cepton’s board agreed to the merger at a price that was so unreasonable as to shock the conscience, and that the proxy materials distributed to shareholders failed to disclose critical information, including the existence of the higher third-party bid. The amended complaint further alleges that CEO was conflicted in his negotiations with Koito and urged the board to approve the merger to protect his personal financial interests, even at the expense of Cepton’s shareholders.

The lawsuit alleges that, because of these wrongful acts and omissions, Cepton’s shareholders suffered significant losses and damages following the merger.

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If you purchased or sold shares Cepton common stock between July 29, 2024, and January 6, 2025, both dates inclusive, and you wish to serve as lead plaintiff in this lawsuit, we encourage you to submit your information to DiCello Levitt LLP via the form on this page. 

You can also contact DiCello Levitt partner Brian O’Mara by calling (888) 287-9005 or at investors@dicellolevitt.com. 

The deadline to apply to the Court to serve as lead plaintiff in the Cepton class action lawsuit is December 8, 2025.