Velo3D, Inc. (VELO) SEC Filings

AWM Investment Company, Inc., as investment adviser to several Special Situations funds, reports its beneficial ownership of Velo3D, Inc. common stock in Amendment No. 3 to a Schedule 13G. AWM aggregates 1,322,066 shares of common stock held through four funds and has sole voting and dispositive power over these shares, with no shared power. The positions include shares held by Special Situations Fund III QP, L.P., Special Situations Cayman Fund, L.P., Special Situations Technology Fund, L.P., and Special Situations Technology Fund II, L.P. AWM states that its holdings represent 5 percent or less of the class of Velo3D common stock.

Velo3D reports higher scale but ongoing losses for the quarter and six months ended June 30, 2026. Total revenue rose to $20.7 million for the quarter and $34.5 million year-to-date, driven mainly by 3D printers and parts, with the Americas as the primary region.

The company posted a quarterly net loss of $11.5 million and a six‑month loss of $18.5 million, though gross profit improved from a prior‑year loss to a positive $4.4 million in the quarter. Operating cash use was substantial at $39.5 million for six months. To bolster liquidity, Velo3D completed an April 2026 underwritten equity offering raising $50.0 million and launched an at‑the‑market program, selling 2.2 million shares for $59.4 million in gross proceeds. Cash and cash equivalents increased to $91.1 million, and several high‑interest secured notes were converted to equity or repaid, leaving $8.2 million of equipment loan debt outstanding.

Despite these actions, management cites recurring losses, negative operating cash flows, and ongoing capital needs and concludes that substantial doubt about the company’s ability to continue as a going concern remains for the next 12 months.

Velo3D, Inc. reported strong second-quarter 2026 results with revenue of $20.7 million, an increase of 52.3% year-over-year, driven primarily by 3D printer and parts sales of $18.97 million. Total revenue for the first half of 2026 was $34.48 million.

GAAP gross margin improved to 21.5% from (11.7)% a year earlier, reflecting higher average selling prices, a more favorable product mix, increased RPS revenue and manufacturing efficiencies, as well as a refinement in cost allocations. GAAP net loss narrowed to $11.5 million from $13.3 million, while non-GAAP net loss was $9.0 million. Non-GAAP adjusted EBITDA was a loss of $8.1 million, an improvement from $8.9 million.

Liquidity strengthened with $91.1 million in cash and cash equivalents as of June 30, 2026, up from $39.0 million at year-end 2025, largely due to equity financings totaling roughly $109.4 million in gross proceeds and debt-to-equity conversions that reduced total debt by more than 70% to $8.2 million. The company reported $29 million in new bookings and $31 million in ending backlog. Management raised full-year 2026 revenue guidance to $65–$75 million, targets gross margin above 30% in the second half, non-GAAP operating expenses of $45–$55 million, capital expenditures of $40–$50 million, and expects positive EBITDA in the second half of 2026, supported by a new Livermore Production Campus expected to triple manufacturing capacity.

Velo3D, Inc. entered into Registration Rights Agreements on July 13, 2026 with Arrayed Notes Acquisition Corp. and Thieneman Construction, Inc., covering common shares issued upon conversion of previously issued senior secured convertible promissory notes.

The company had issued a $5,000,000 note to Arrayed and a $10,000,000 note to Thieneman, which were converted on March 4, 2026 into 394,517 and 1,145,830 common shares, respectively. Each holder receives up to two demand registrations, subject to minimum anticipated aggregate offering prices of $2,500,000 for Arrayed and $5,000,000 for Thieneman, plus customary piggyback rights and related procedures, expense allocation, indemnification, deferral and suspension provisions. Arrayed is an affiliate of Arun Jeldi, Velo3D’s Chief Executive Officer and Chairman.

Velo3D, Inc. granted Chief Executive Officer Arun Jeldi a new performance-based stock option covering 964,474 shares at an exercise price of $18.40 per share under its 2021 Equity Incentive Plan. The award vests only if the company reaches specified market capitalization milestones within five years: partial vesting at $1 billion, $3 billion, and $5 billion, with the final tranche tied to a $10 billion market capitalization, and requires Mr. Jeldi to remain in service through each milestone.

The company also approved change in control agreements for the CEO, Chief Financial Officer James Suva, and Chief Revenue Officer Michelle Sidwell. If their employment is terminated without cause or they resign for good reason around a change in control, they are entitled to a lump-sum cash payment based on base salary and target bonuses, full vesting of time-based equity awards, and 12 months of medical benefit premiums, subject to a release of claims and limitations intended to avoid excise taxes under golden parachute rules.

Velo3D, Inc. disclosed that CEO Arun Jeldi received a grant of stock options covering 964,474 shares of common stock at an exercise price of $18.40 per share. The options vest over up to five years only if Velo3D’s market capitalization reaches ambitious milestones of $1 billion, $3 billion, $5 billion, and $10 billion, with 10%, 20%, 30%, and 40% of the option shares vesting at each level, respectively, while he remains in service. Following this grant, Jeldi holds options on 964,474 shares directly.

Velo3D director Stefan Krause exercised restricted stock units into common shares. On June 27 2026, 3,188 RSUs converted into 3,188 shares of Velo3D common stock, with no shares sold. Following the transaction, Krause holds 13,410 common shares directly and 7,843 RSUs that vest quarterly through June 27 2026, subject to continued service.

Velo3D, Inc. director Adrian Keppler reported a compensation-related equity transaction involving restricted stock units (RSUs) converting into common stock. On June 27, 2026, 3,188 RSUs were exercised into 3,188 shares of common stock at a stated price of $16.64 per share, increasing his directly held common stock to 13,248 shares.

The RSUs were granted under Velo3D’s 2021 Equity Incentive Plan, with each RSU representing a contingent right to receive one share of common stock. According to the footnotes, the RSUs vest in four quarterly installments of 25% each, on September 27, 2025, December 27, 2025, March 27, 2026, and June 27, 2026, subject to Mr. Keppler’s continued service. After this transaction, 7,843 RSUs remain outstanding. The Compensation Committee may settle earned RSUs in cash, shares, or a combination.

Velo3D, Inc. director Lloyd Jason Michael reported routine equity compensation activity. On June 27, 2026, he exercised restricted stock units to acquire 3,188 shares of Common Stock, reflected as an exercise of a derivative security.

Following this transaction, he held 14,375 shares of Common Stock directly and 7,000 shares indirectly, with the indirect holdings kept in an individual retirement account for his benefit. The RSUs were granted under Velo3D’s 2021 Equity Incentive Plan and may be settled in cash, shares, or a combination, at the Compensation Committee’s discretion.