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): February 10, 2025
Velo3D, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39757 | 98-1556965 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2710 Lakeview Court, | ||
| Fremont, California | 94538 | |
| (Address of principal executive offices) | (Zip Code) |
(408) 610-3915
Registrant’s telephone number, including area code
N/A
(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 | ||
| N/A | N/A | N/A |
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 1.01 Entry into a Material Definitive Agreement.
Convertible Secured Note
On February 10, 2025, Velo3D, Inc. (the “Company”) issued a Senior Secured Convertible Promissory Note in the principal amount of $10,000,000 (the “Note”) to Thieneman Construction, Inc. (the “Holder”), an Indiana corporation, to be funded in two tranches of $5,000,000. The first tranche was funded upon the issuance of the Note. The Holder is obligated to fund the second tranche upon the written request of the Company, no earlier than March 3, 2025 and no later than March 25, 2025, provided no Event of Default (as defined in the Note) shall have occurred and be continuing. The Note is secured by the Company’s and the Guarantor’s (as defined below) accounts receivable, inventory and all proceeds and products thereof. Each tranche of the Note is payable in full on the date that is six months from the date such tranche was funded, in the amount of $5,750,000, and if not paid on or prior to such date, will continue to accrue interest at the same rate until paid. The Note may be prepaid in whole or in part at any time without penalty or premium, and interest will cease to accrue on any prepaid portion of the Note when prepaid. The outstanding principal amount of the Note is convertible upon the occurrence of the Company’s successful listing of shares of its common stock, par value $0.00001 per share (“Common Shares”), on a national securities exchange (as defined in Rule 153(c) under the Securities Act of 1933, as amended) or the occurrence and during the continuation of an Event of Default, into Common Shares at a fixed conversion price of $1.00 per share, subject to adjustment as set forth in the Note.
The Company agreed to enter into a registration rights agreement relating to the registration for resale of the Common Shares, if any, issued upon conversion of the Note at the time the Note is converted.
The issuance of the Note was made in reliance upon the exemption provided by Section (4)(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act
In connection with the issuance of the Note, the Holder and Velo3D US, Inc. (the “Guarantor”), a wholly-owned subsidiary of the Company, entered into a Secured Guaranty dated February 10, 2025 (the “Subsidiary Guaranty”), pursuant to which the Guarantor has guaranteed to the Holder the due and punctual payment in full of all indebtedness of the Company arising under the Note.
The foregoing descriptions of the Note and the Subsidiary Guaranty do not purport to be complete and are qualified in their entirety by the full text of the Note and the Subsidiary Guaranty, copies of which are filed as exhibits 10.1, and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
| 10.1 | Senior Secured Convertible Promissory Note, dated as of February 10, 2025 | |
| 10.2 | Secured Guaranty, dated as of February 10, 2025, by Velo3D US, Inc. in favor of Thieneman Construction, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Velo3D, Inc. | ||
| Date: February 12, 2025 | By: | /s/Hull Xu |
| Hull Xu | ||
| Chief Financial Officer | ||
