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Velo3D, Inc. Announces $18 Million Registered Direct Offering

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Velo3D, Inc. (NYSE: VLD) announced a securities purchase agreement for the sale of 36,000,000 shares of common stock and warrants to purchase up to an aggregate of 36,000,000 shares at an offering price of $0.50 per share. The gross proceeds are expected to be approximately $18 million, with the company intending to use the net proceeds for working capital, capital expenditures, and general corporate purposes.
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The capital raise by Velo3D, Inc. through the sale of shares and warrants represents a strategic move to strengthen the company's financial position. By securing approximately $18 million in gross proceeds, Velo3D is looking to bolster its working capital and fund capital expenditures which are critical for scalability and continued technological advancements in the metal additive manufacturing sector. The immediate exercisability of the warrants at $0.565, a slight premium over the offering price, could potentially signal management's confidence in the company's future performance and stock price appreciation.

However, investors should be cautious about the potential dilutive effect of such a large issuance of shares and warrants. The addition of 36,000,000 shares represents a significant increase in the company's share count, which could lead to earnings per share dilution if the warrants are exercised. The impact on current shareholders' equity value will depend on the future trajectory of the company's stock price and operational performance.

From a market perspective, Velo3D's capital infusion is indicative of investor confidence in the growth potential of the metal additive manufacturing industry. This sector is known for its high barriers to entry and intensive capital requirements. Velo3D's ability to attract new institutional investors suggests a positive outlook on the company's proprietary technology and market position. The use of proceeds for general corporate purposes may also allow Velo3D to pursue strategic initiatives, such as research and development or potential acquisitions, to capture a larger market share within this niche but expanding industry.

It's important for stakeholders to monitor how effectively Velo3D deploys the raised capital. Efficient use of funds in ways that enhance competitive advantage and drive innovation could lead to increased market share and revenue growth, ultimately benefiting shareholders. Conversely, any missteps in capital allocation could have adverse effects on the company's market standing and investor sentiment.

From a legal standpoint, the transaction's structure involving both common stock and warrants requires careful scrutiny of the terms and regulatory compliance. The five-year expiration period of the warrants allows investors a long-term horizon to assess the company's performance before committing additional capital. It's also critical to note that the closing of such offerings is subject to customary closing conditions and regulatory approvals. Any delays or issues in meeting these conditions could affect the timing and certainty of the capital raise.

Investors should be aware of the governance implications of new institutional investors entering the shareholder base. These entities may have different priorities and influence on company decisions, potentially affecting the direction of Velo3D's strategic initiatives. The alignment of new and existing shareholders' interests will be essential for the company's stability and growth prospects.

CAMPBELL, Calif.--(BUSINESS WIRE)-- Velo3D, Inc. (NYSE: VLD) (the “Company” or “Velo3D”), a leading metal additive manufacturing technology company for mission-critical parts, today announced it has entered into securities purchase agreements with an existing lender of the Company and new institutional investors for the purchase and sale of 36,000,000 shares of common stock and warrants to purchase up to an aggregate of 36,000,000 shares of common stock at an offering price of $0.50 per share and accompanying warrant. The warrants are immediately exercisable at an exercise price of $0.565 per share, and expire five years after the date of issuance.

Gross proceeds to the Company are expected to be approximately $18 million, before deducting placement agent fees and other estimated offering expenses. The Company intends to use the net proceeds from the offering for working capital, capital expenditures and general corporate purposes.

The closing of the offering is expected to occur on or about December 29, 2023, subject to the satisfaction of customary closing conditions. A.G.P./Alliance Global Partners is acting as sole placement agent for the offering.

The securities described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-268346), originally filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2022, which was declared effective by the SEC on November 21, 2022. The offering is being made only by means of a written prospectus and accompanying prospectus supplement, forming a part of the effective registration statement. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus may also be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

The Company also has entered into a note amendment to the Secured Notes with the note holders, pursuant to which (A) the Company will make a cash payment to the note holders of $25.0 million to repay approximately $20.8 million of aggregate principal amount of the Secured Notes, together with accrued and unpaid interest (the “Cash Payment”), and (B) effective as of the completion of the Cash Payment, the Secured Notes will be amended to, among other things, (i) remove the requirement to redeem an aggregate of $8,750,000 of principal amount of Secured Notes for a repayment price of $10,500,000, plus accrued and unpaid interest, on January 1, 2024, and (ii) remove the requirement to maintain a minimum of $35.0 million of unrestricted cash and cash equivalents. The Company expects to make the Cash Payment on or about December 29, 2023.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Velo3D:

Velo3D is a metal 3D printing technology company. 3D printing—also known as additive manufacturing (AM)—has a unique ability to improve the way high-value metal parts are built. However, legacy metal AM has been greatly limited in its capabilities since its invention almost 30 years ago. This has prevented the technology from being used to create the most valuable and impactful parts, restricting its use to specific niches where the limitations were acceptable.

Velo3D has overcome these limitations so engineers can design and print the parts they want. The company’s solution unlocks a wide breadth of design freedom and enables customers in space exploration, aviation, power generation, energy, and semiconductor to innovate the future in their respective industries. Using Velo3D, these customers can now build mission-critical metal parts that were previously impossible to manufacture. The fully integrated solution includes the Flow print preparation software, the Sapphire family of printers, and the Assure quality control system—all of which are powered by Velo3D’s Intelligent Fusion manufacturing process. The company delivered its first Sapphire system in 2018 and has been a strategic partner to innovators such as SpaceX, Honeywell, Honda, Chromalloy, and Lam Research. Velo3D has been named as one of Fast Company’s Most Innovative Companies for 2023.

Forward-Looking Statements:

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996. The Company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”, “should”, “believes”, “predicts”, “potential”, “continue”, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, statements regarding the timing, size and expected gross proceeds of the offering, the satisfaction of customary closing conditions related to the offering and sale of securities, the Company’s ability to complete the offering, the timing of the Cash Payment and the Company’s other expectations, hopes, beliefs, intentions, or strategies for the future. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. You should carefully consider the risks and uncertainties described in the documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are outside the Company’s control and are difficult to predict. The Company cautions not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. The Company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.

Velo, Velo3D, Sapphire, and Intelligent Fusion, are registered trademarks of Velo3D, Inc. Without Compromise, Flow and Assure, are trademarks of Velo3D, Inc.

All Rights Reserved © Velo3D, Inc.

Media Contact:

Dan Sorensen, Senior Director of Public Relations

press@velo3d.com

Investor Relations:

Bob Okunski, VP Investor Relations

investors@velo3d.com

Source: Velo3D

FAQ

What is the latest announcement from Velo3D, Inc. (NYSE: VLD)?

Velo3D, Inc. (NYSE: VLD) announced a securities purchase agreement for the sale of 36,000,000 shares of common stock and warrants to purchase up to an aggregate of 36,000,000 shares at an offering price of $0.50 per share.

How much are the gross proceeds expected to be from the offering?

The gross proceeds to the Company are expected to be approximately $18 million, before deducting placement agent fees and other estimated offering expenses.

What does Velo3D, Inc. (NYSE: VLD) intend to use the net proceeds for?

The company intends to use the net proceeds from the offering for working capital, capital expenditures, and general corporate purposes.

Velo3D, Inc.

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About VLD

velo3d is a well-funded advanced technology company, with the intent to disrupt the metal additive manufacturing industry. we build the impossible, and we are looking for talented individuals to help us accomplish our goals. as an industry, metal additive manufacturing (am) is experiencing growth rates approaching 90%, and is expected to be worth over $10 billion dollars by 2020. this is not consumer-grade 3d-printing. the metal additive revolution relies on the development of algorithms and software in the fields of computational geometry, machine vision, modeling, control and graphics as well as hw encompassing lasers, optics, metrology and automation.