Velo3D Amends Credit Agreement

TL;DR

Velo3D just amended its credit agreement with lenders, effective April 11, 2024.

AI Summary

On April 10, 2024, Velo3D, Inc. entered into a Material Definitive Agreement, specifically a Second Amendment to the Credit Agreement, with its lenders. This amendment modifies the terms of their existing credit facility, with the effective date of the amendment being April 11, 2024.

Why It Matters

This amendment to Velo3D's credit agreement could impact its financial flexibility and borrowing capacity, potentially affecting its ability to fund operations or growth initiatives.

Risk Assessment

Risk Level: medium — Amendments to credit agreements can signal financial strain or changes in borrowing terms, which may carry risks for the company and its investors.

Key Players & Entities

• Velo3D, Inc. (company) — Registrant
• April 10, 2024 (date) — Date of earliest event reported
• April 11, 2024 (date) — Effective date of amendment
• Second Amendment to the Credit Agreement (agreement) — Material Definitive Agreement

FAQ

Key Financial Figures

• $0.00001 — ich registered Common stock, par value $0.00001 per share VLD New York Stock Exchange
• $11.50 — mon stock, each at an exercise price of $11.50 per share VLD WS New York Stock Exchang
• $0.35 — ommon stock and accompanying warrant is $0.35. The warrants are immediately exercis
• $12 million — s to the Company of up to approximately $12 million. The Company intends to use the net pro
• $150,000 — s expenses in an aggregate amount up to $150,000. In addition, the Placement Agent will
• $0.385 — warrants will have an exercise price of $0.385 per share (representing 110% of the off

Filing Documents

• vld-20240411.htm (8-K) — 47KB
• exhibit41projectvector-for.htm (EX-4.1) — 116KB
• exhibit42formofplacementag.htm (EX-4.2) — 116KB
• velo3d51opinionprojectvect.htm (EX-5.1) — 29KB
• exhibit101securitiespurcha.htm (EX-10.1) — 296KB
• exhibit102placementagencya.htm (EX-10.2) — 77KB
• exhibit991launchprapril2024.htm (EX-99.1) — 14KB
• exhibit992projectvectorii-.htm (EX-99.2) — 14KB
• image_0.jpg (GRAPHIC) — 8KB
• 0001825079-24-000012.txt ( ) — 1046KB
• vld-20240411.xsd (EX-101.SCH) — 2KB
• vld-20240411_def.xml (EX-101.DEF) — 18KB
• vld-20240411_lab.xml (EX-101.LAB) — 32KB
• vld-20240411_pre.xml (EX-101.PRE) — 19KB
• vld-20240411_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On April 10, 2024, Velo3D, Inc. (the "Company") entered into securities purchase agreements (the "Purchase Agreements") with certain investors (collectively, the "Purchasers"). The Purchase Agreements relate to the sale and issuance, on a reasonable best efforts basis (such sale and issuance, the "Offering"), by the Company of an aggregate of: (i) 34,285,715 shares of the Company's common stock, par value $0.00001 per share (the "common stock") and (ii) warrants to purchase up to 34,285,715 shares of common stock (the "warrants"). The offering price per share of common stock and accompanying warrant is $0.35. The warrants are immediately exercisable at an exercise price of $0.35 per share and will expire on the five year anniversary of the date of issuance. The closing of the Offering is expected to take place on April 12, 2024, subject to the satisfaction of customary closing conditions. The Offering is expected to result in gross proceeds to the Company of up to approximately $12 million. The Company intends to use the net proceeds from the Offering primarily for funding working capital and capital expenditures and other general corporate purposes, including repayment of the Company's senior secured notes due 2026. The Purchase Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions. In the Purchase Agreements, the Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock or file any registration statement or prospectus, or any amendment or supplement thereto for 60 days after the closing date of the Offering, subject to certain

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 9, 2024 and April 10, 2024, the Company also issued press releases announcing the launch and pricing the Offering, copies of which are attached hereto as Exhibits 99.1 and 99.2. The information contained in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished to the Commission and, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Form of Warrant. 4.2 Form of Placement Agent Warrant. 5.1 Opinion of Fenwick & West LLP. 10.1* Form of Securities Purchase Agreement. 10.2 Placement Agency Agreement, dated April 10, 2024, by and between the Company and A.G.P./Alliance Global Partners. 23.1 Consent of Fenwick & West LLP (contained in Exhibit 5.1). 99.1 Press Release, dated April 9, 2024. 99.2 Press Release, dated April 10, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, statements relating to the expected net proceeds of the Offering, the anticipated use of proceeds of the Offering, and the timing of the closing of the Offering, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include, among others, the ability to implement business plans, goals and forecasts, and identify and realize additional opportunities and the risks identified in the Company's filings with the Commission, including its Annual Report on Form 10-K, the prospectus supplement related to the Offering, and subsequent filings with the Commission. Any of these risks and uncertainties could materially and adversely affect the Company's results of operations, which would, in turn, have a significant and adverse impact on the Company's stock price. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date they were made or to reflect the occurrence of unanticipated events.

SIGNATURES

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. Velo3D, Inc. Date: April 11, 2024 By: /s/ Bernard Chung Name: Bernard Chung Title: Acting Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR