Velo3D (NASDAQ: VELO) grows sales yet warns on going concern and liquidity
Velo3D reported higher sales but remains under severe financial strain. Revenue for the quarter ended March 31, 2026 rose to $13.8 million from $9.3 million a year earlier, driven mainly by 3D printer and parts revenue of $12.0 million.
The net loss narrowed to $7.0 million from $25.0 million, and gross profit improved to $2.4 million from $0.7 million. However, operating activities used $18.0 million of cash, leaving cash and cash equivalents at $16.6 million versus $39.0 million at year-end 2025. Management states that substantial doubt exists about the company’s ability to continue as a going concern without new financing.
During the quarter, Velo3D converted $15.0 million of secured convertible notes plus accrued interest into common stock, repaid a $3.0 million secured note, and ended with $9.2 million outstanding under a 2025 equipment loan. After quarter-end it raised about $50 million gross in an underwritten equity offering and filed a shelf registration to support potential future at-the-market sales.
Positive
- None.
Negative
- Going concern uncertainty: As of March 31, 2026, Velo3D discloses substantial doubt about its ability to continue as a going concern because existing cash of $16.6 million and current resources are not sufficient to meet operating needs and obligations for 12 months from issuance of the financial statements.
Insights
Velo3D’s going-concern warning and cash burn are only partly offset by debt conversions and new equity.
Velo3D generated quarterly revenue of $13.8 million, up from $9.3 million, and reduced its net loss to $7.0 million. Yet operating cash outflows of $18.0 million against period-end cash of $16.6 million highlight a strained liquidity profile.
Management explicitly states that substantial doubt exists about the company’s ability to continue as a going concern, as cash on hand is insufficient to fund operations for 12 months from the statements’ issuance date. This disclosure is a key risk signal for creditors and shareholders.
On the liability side, converting $15.0 million of secured convertible notes plus accrued interest into equity and repaying a $3.0 million secured note simplify the balance sheet, leaving mainly a $9.2 million equipment loan. The subsequent $50 million equity raise in April 2026 strengthens liquidity, but future outcomes depend on sustaining revenue growth while reducing cash burn.
Key Figures
Key Terms
going concern financial
Senior Secured Convertible Promissory Note financial
Sale Leaseback Agreement financial
contingent earnout liabilities financial
At-the-Market offering financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM
_____________________________
(Mark One) |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____ to ____
Commission File Number:
______________________________
______________________________
Exact name of registrant as specified in its charter
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) |
(Zip Code) |
(
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act:
Warrants to purchase one share of common stock, each at an exercise price of $6,037.50 per share
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
|
Accelerated filer |
☐ |
☒ |
|
Smaller reporting company |
||
|
|
|
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of May 12, 2026 the registrant had
TABLE OF CONTENTS
|
|
Page |
Part I. Financial Information |
||
|
|
|
Item 1. |
Financial Statements (unaudited) |
3 |
|
Condensed Consolidated Balance Sheets (unaudited) |
3 |
|
Condensed Consolidated Statements of Operations (unaudited) |
4 |
|
Condensed Consolidated Statements of Cash Flows (unaudited) |
5 |
|
Condensed Consolidated Statements of Stockholders’ Equity (unaudited) |
7 |
|
Notes to Condensed Consolidated Interim Financial Statements (unaudited) |
8 |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
31 |
Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
44 |
Item 4. |
Controls and Procedures |
44 |
|
|
|
Part II. Other Information |
||
|
|
|
Item 1. |
Legal Proceedings |
46 |
Item 1A. |
Risk Factors |
46 |
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
47 |
Item 3. |
Defaults Upon Senior Securities |
47 |
Item 4. |
Mine Safety Disclosures |
47 |
Item 5. |
Other Information |
47 |
Item 6. |
Exhibits |
48 |
Signatures |
49 |
|
Explanatory Note
Unless otherwise stated in this Quarterly Report or the context otherwise requires, references to:
“Velo”, “Velo3D”, “Sapphire” and “Intelligent Fusion” are registered trademarks of Velo3D, Inc; and “Without Compromise”, “Flow” and “Assure” are trademarks of Velo3D, Inc.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report involve significant risks and uncertainties, and a number of factors, both foreseen and unforeseen, could cause actual results to differ materially from our current expectations. Forward-looking statements in this Quarterly Report may include, for example, statements about:
1
The forward-looking statements contained in this Quarterly Report are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described herein under the section entitled “Risk Factors” and in Item 1A of our 2025 Form 10-K. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by the impact of other macroeconomic factors and there may be additional risks that we currently consider immaterial or which are unknown. It is not possible to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Velo3D, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share and per share data)
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Accounts receivable, net |
|
|
|
|
|
|
||
Inventories, net |
|
|
|
|
|
|
||
Contract assets |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Property and equipment, net |
|
|
|
|
|
|
||
Equipment subject to operating lease, net |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
|
|
$ |
|
||
Accrued expenses and other current liabilities |
|
|
|
|
|
|
||
Debt — current portion |
|
|
|
|
|
|
||
Contract liabilities |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Long-term debt — less current portion |
|
|
|
|
|
|
||
Contingent earnout liabilities (Note 10) |
|
|
|
|
|
|
||
Warrant liabilities (Note 10) |
|
|
|
|
|
|
||
Other noncurrent liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
Commitments and contingencies (Note 13) |
|
|
|
|
|
|
||
Stockholders’ equity: |
|
|
|
|
|
|
||
Common stock, $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Total stockholders’ equity |
|
|
|
|
|
|
||
Total liabilities and stockholders’ equity |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
3
Velo3D, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except share and per share data)
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Revenue |
|
|
|
|
|
|
||
3D Printer and parts |
|
$ |
|
|
$ |
|
||
Recurring payment |
|
|
— |
|
|
|
— |
|
Support services |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total Revenue |
|
|
|
|
|
|
||
Cost of revenue |
|
|
|
|
|
|
||
3D Printer and parts |
|
|
|
|
|
|
||
Recurring payment |
|
|
|
|
|
|
||
Support services |
|
|
|
|
|
|
||
Total cost of revenue |
|
|
|
|
|
|
||
Gross profit |
|
|
|
|
|
|
||
Operating expenses |
|
|
|
|
|
|
||
Research and development |
|
|
|
|
|
|
||
Selling and marketing |
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
||
Total operating expenses |
|
|
|
|
|
|
||
Loss from operations |
|
|
( |
) |
|
|
( |
) |
Interest expense |
|
|
( |
) |
|
|
( |
) |
Loss on fair value of warrants |
|
|
|
|
|
( |
) |
|
Loss on warrant cancellation |
|
|
|
|
|
( |
) |
|
Other income (expense), net |
|
|
|
|
|
( |
) |
|
Loss before income taxes |
|
|
( |
) |
|
|
( |
) |
Provision for income taxes |
|
|
( |
) |
|
|
( |
) |
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
||
Net loss per share: |
|
|
|
|
|
|
||
Basic and Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
Shares used in computing net loss per share: |
|
|
|
|
|
|
||
Basic and Diluted |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
4
Velo3D, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Amortization of debt discount and deferred financing costs |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Loss on fair value of warrants |
|
|
|
|
|
|
||
Loss on warrant cancellation |
|
|
|
|
|
|
||
Non-cash lease expense |
|
|
|
|
|
|
||
Changes in operating assets and liabilities |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Inventories |
|
|
|
|
|
|
||
Contract assets |
|
|
( |
) |
|
|
( |
) |
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
( |
) |
Other assets |
|
|
|
|
|
|
||
Accounts payable |
|
|
( |
) |
|
|
( |
) |
Accrued expenses and other liabilities |
|
|
( |
) |
|
|
|
|
Contract liabilities |
|
|
( |
) |
|
|
( |
) |
Other noncurrent liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from investing activities |
|
|
|
|
|
|
||
Purchase of property and equipment |
|
|
( |
) |
|
|
|
|
Net cash used in investing activities |
|
|
( |
) |
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
||
Proceeds from convertible secured notes |
|
|
|
|
|
|
||
Repayment of 2025 equipment loan |
|
|
( |
) |
|
|
|
|
Repayment of secured notes |
|
|
( |
) |
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
( |
) |
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Net change in cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Cash and cash equivalents and restricted cash at beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents and restricted cash at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Supplemental disclosure of cash flow information |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
|
|
$ |
|
||
Supplemental schedule of non-cash investing and financing activities |
|
|
|
|
|
|
||
Conversion of convertible secured notes into common stock |
|
|
|
|
|
|
||
Unpaid liabilities related to property and equipment, net |
|
|
|
|
|
|
||
Unpaid purchase of inventories, net |
|
|
|
|
|
|
||
Equipment subject to operating lease, net returned to inventories, net |
|
|
|
|
|
|
||
Transfer of property and equipment, net to inventories, net |
|
|
|
|
|
|
||
5
The following table provides a reconciliation of cash, cash equivalents, and restricted cash shown on the condensed consolidated statements of cash flows (unaudited):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(In thousands) |
|
|||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash (Other assets) |
|
|
|
|
|
|
||
Total cash and cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
6
Velo3D, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In thousands, except share data)
|
|
Common Stock |
|
|
Additional |
|
|
|
|
|
Total |
|
||||||||
|
|
Shares |
|
|
Amount |
|
|
Paid-In |
|
|
Accumulated |
|
|
Stockholders’ |
|
|||||
Balance as of December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Issuance of common stock upon exercise of stock |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Issuance of common stock in connection with warrant cancellation |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance as of March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance as of December 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Issuance of common stock upon exercise of stock |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Issuance of common stock in connection with capital raise, net |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance as of March 31, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
The accompanying notes are an integral part of these unaudited condensed consolidated interim financial statements.
7
Velo3D, Inc.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited)
Note 1. Description of Business and Basis of Presentation
Velo3D, Inc., a Delaware corporation (“Velo3D”), formerly known as JAWS Spitfire Acquisition Corporation (“JAWS Spitfire”), produces metal additive three dimensional printers (“3D Printers”) which enable the production of components for space rockets, jet engines, fuel delivery systems and other high value metal parts, which it sells or leases to customers for use in their businesses. The Company also provides support services (“Support Services”) for an incremental fee.
Velo3D’s subsidiaries are Velo3D US, Inc. (formerly known as Velo3D, Inc. (“Legacy Velo3D”), founded in June 2014 as a Delaware corporation headquartered in Campbell, California), Velo3D, B.V. (a sales and marketing office located in the Netherlands) and Velo3D, GmbH (a sales and marketing office located in Germany). The first commercially developed 3D Printer was delivered in the fourth quarter of 2018.
On September 29, 2021 (the “Closing Date” or the “Reverse Recapitalization Date”), JAWS Spitfire completed the previously announced merger with Legacy Velo3D, with Legacy Velo3D surviving as a wholly-owned subsidiary of JAWS Spitfire (the “Merger” or the “Reverse Recapitalization”). In connection with the Merger, JAWS Spitfire was renamed “Velo3D, Inc.”, and Legacy Velo3D was renamed “Velo3D US, Inc.”
The shares and net loss per share attributable to common stockholders, basic and diluted, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio (the “Exchange Ratio”) established in the Merger (
Unless otherwise stated herein or unless the context otherwise requires, references in these notes to the “Company” refer to (i) Legacy Velo3D prior to the consummation of the Merger; and (ii) Velo3D and its consolidated subsidiaries following the consummation of the Merger.
Basis of Presentation
The unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim financial reporting. Intercompany balances and transactions have been eliminated in consolidation. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) and the related notes, which provide a more complete discussion of the Company’s accounting policies and certain other information. The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements of the Company. These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s consolidated financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026, or for any other interim period or for any other future year.
On June 27, 2025, the stockholders of the Company approved an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock, par value $
8
exercise prices, conversion rates and other terms of the Company’s securities that adjusted pursuant to their terms as a result of the 2025 Reverse Stock Split have been presented after giving effect to such adjustments.
Delisting from the New York Stock Exchange ("NYSE"), Trading on Over-the Counter ("OTC") and Listing on Nasdaq Stock Market ("Nasdaq")
On September 10, 2024, the Company received written notice from the NYSE that the NYSE had determined to commence proceedings to delist the Company’s common stock and publicly traded warrants and that trading in such securities would be suspended immediately. On September 11, 2024, the Company commenced the trading of its common stock and warrants on the OTCQX Best Market. On August 19, 2025, the Company commenced trading of its common stock on the Nasdaq Stock Market LLC under the ticker symbol "VELO".
Going Concern, Financial Condition and Liquidity and Capital Resources
The unaudited condensed consolidated interim financial statements have been prepared on the basis of continuity of operations, the realization of assets and satisfaction of liabilities in the ordinary course of business. The Company has incurred losses from operations and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of March 31, 2026, the Company had an accumulated deficit of $
Management believes that substantial doubt exists about the Company’s ability to continue as a going concern. As of the date of the issuance of these unaudited condensed consolidated interim financial statements, the Company does not have sufficient liquidity to meet its operating needs and satisfy its obligations for at least 12 months from the date of issuance of these unaudited condensed consolidated interim financial statements.
The Company will need to engage in additional financings to fund its operations and satisfy its obligations in the near-term. The Company is in discussions with multiple financing sources to attempt to secure additional financing. There are no assurances that the Company will be able to obtain financing on acceptable terms, or at all, to provide the necessary interim funding to continue its operations and satisfy its obligations for at least 12 months from the date of issuance of these consolidated financial statements.
On January 7, 2025, the Company issued a Senior Secured Convertible Promissory Note in the principal amount of $
On February 10, 2025, the Company issued a Senior Secured Convertible Promissory Note in the principal amount of $
On August 14, 2025, the Company amended the January Note (the "January Note Amendment"), which amended certain provisions of the January Note, including: an extension of the maturity date under the January Note to
On August 19, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as representative of the several underwriters named therein (the “Representative”), relating to the public offering of
9
purchase up to an additional
The offering closed on August 20, 2025 (the "August 2025 Offering"). Gross proceeds of $
On December 8, 2025, the Company and Varilease Finance, Inc. (“Varilease”) entered into a Sale Leaseback Agreement (the “Sale Leaseback Agreement”) pursuant to which the Company agreed to sell to Varilease, and subject to the conditions set forth therein, Varilease agreed to purchase from the Company, assorted Velo3D Sapphire and Sapphire XC metal 3D printers and post processing tools and equipment owned and used by the Company (the “Equipment”). Although the arrangement is legally structured as a sale-leaseback, the Company concluded that the transaction does not qualify as a sale under ASC 606, Revenue from Contracts with Customers, because control of the equipment did not transfer. Accordingly, under ASC 842-40, Leases, the arrangement is accounted for as a secured financing. The underlying equipment remains recorded within Property, Plant, and Equipment, and the proceeds received are recognized as a financing liability. The aggregate purchase price for the Equipment to be received by the Company is $
On December 22, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional accredited investors (the “Purchasers”), for the issuance and sale in a private placement of an aggregate of
Immediately prior to the further amendment to the January Note described below, Thieneman Properties, LLC transferred the January Note to Arrayed Notes Acquisition Corp. ("Arrayed"), a Delaware corporation controlled by Arun Jeldi, the Chief Executive Officer and a director of the Company, pursuant to a Convertible Promissory Note Transfer Agreement between Thieneman Properties, LLC (as transferor) and Arrayed (as transferee). The Company was not a party to the transaction, and terms of the January Note were not modified.
On March 4, 2026, the Company and Arrayed entered into a further amendment to the January Note, which amended certain provisions of the January Note to, among other things, provide that, at any time and from time to time, Arrayed (as holder) has the right, at its option, to convert all or any portion of the outstanding principal amount of the January Note, together with accrued and unpaid interest thereon, into shares of the Company’s common stock.
On March 4, 2026, the Company and Thieneman Construction, Inc. entered into a further amendment to the February Note, which amended certain provisions of the February Note to, among other things, provide that, subject to the existing terms of the February Note, accrued and unpaid interest thereon, in addition to the outstanding principal amount, may be convertible into common stock at the holder’s option.
On March 4, 2026, the Company issued
On March 4, 2026, the Company issued
On March 18, 2026, the Company repaid the Secured Note (as defined herein) due 2026 in full of $
10
On April 27, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co., as underwriter (the “Underwriter”), relating to the offer and sale in a firm commitment underwritten registered direct offering (the “Offering”) of
Note 2. Summary of Significant Accounting Policies
For a detailed discussion about the Company’s significant accounting policies and for further information on significant accounting updates adopted in the prior year, see Note 2, Summary of Significant Accounting Policies, to the audited consolidated financial statements in the 2025 Form 10-K. During the three months ended March 31, 2026, there were no significant updates to the Company’s significant accounting policies other than as described below.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The standard provides a practical expedient allowing entities to assume that current economic conditions at the measurement date remain unchanged over the remaining life of the receivable. The Company
Recently Issued Accounting Pronouncements
In September 2025, the FASB issued ASU No. 2025-07, which (1) refines the scope of the guidance on derivatives in ASC Topic 815 and (2) clarifies the guidance on share-based payments from a customer in ASC Topic 606. The ASU is intended to address concerns about the application of derivative accounting to contracts that have features based on the operations or activities of one of the parties to the contract and to reduce diversity in the accounting for share-based payments in revenue contracts. ASU Topic 2025-07 is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. Early adoption of the standard is permitted in an interim or annual reporting period for which financial statements have not been issued or made available for issuance. If an entity elects to early adopt the standard in an interim period, the entity must apply the standard as of the beginning of the fiscal year that includes the interim period. The Company is currently evaluating the impact of this accounting standard update on the Company's condensed consolidated interim financial statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). This update contains amendments that require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this update are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The expected impact would only be to the financial statement disclosures. The Company is currently evaluating the impact of this accounting standard update on the Company's condensed consolidated interim financial statements and related disclosures.
Product Warranties
Our 3D printers are sold with a warranty period of typically one year from installation. After the warranty period, we generally offer service contracts that enable our customers to continue service and maintenance coverage. These service contracts are offered with various levels of support and options and are priced accordingly. One entitlement of our service contracts is our service engineers provide periodic preventive maintenance visits to customer sites. Additionally, we provide training to our partners to enable them to also perform these services. Another contract entitlement on certain printer models is proactive remote troubleshooting capability through the Company’s integrated platform. From time to time, we also offer upgrade kits for certain of our printers that enable our existing customers to take advantage of new or enhanced printer capabilities. In some cases, we have discontinued upgrade support and maintenance agreements for certain of our older legacy printers.
Printers and certain other products include a warranty that covers workmanship, software, and hardware components under which we provide maintenance for periods up to one year. For these initial product warranties, estimated costs are accrued at the time of the sale of the product. These cost estimates are established using historical information regarding the nature, frequency and average cost of claims for each type of printer or other product, as well as assumptions about future activity and events. Revisions to expense accruals are made as necessary based on changes in these historical and future factors.
11
Information by Segment and Geography
The Company manages its operations and allocates resources as a single operating segment. Further, the Company manages, monitors, and reports its financial results as a single reportable segment. The Company’s chief operating decision-maker (“CODM”) is its Chief Executive Officer, who reviews financial information presented on an entity wide basis for purposes of making operating decisions, assessing financial performance, and allocating resources.
Specifically, our CODM uses consolidated net income to measure performance, allocate resources of the Company as a whole, including investing in future development efforts, customer retention and acquisition, and assessing performance. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations. Other segment items included in condensed consolidated net income are interest income, other expense, net and the provision for (benefit from) income taxes, which are reflected in the unaudited condensed consolidated statements of comprehensive income (loss).
Equipment Subject to Operating Lease
Our 3D printers subject to operating leases are classified using the following criteria:
|
|
Equipment on Lease |
|
|
Equipment Available for Lease |
|
||
Revenue generation –under contract or not under contract but held for potential redeployment to existing or new customers |
|
|
Yes (lease income active) |
|
|
|
No (not on active lease) |
|
Physical location – remains in a condition, location, and business context rendering it suitable for future lease arrangements |
|
|
At customer site
|
|
|
|
At customer site, idle, or warehouse |
|
Intended use – for third party customers and not for internal usage
|
|
|
On Lease
|
|
|
|
Available for Lease |
|
Depreciation – the lesser of the useful life of the equipment or the contract period and annually tested for impairment
|
|
|
Yes, per original schedule
|
|
|
|
Yes, may accelerate if impaired |
|
If the 3D printer does not meet the above criteria, the equipment is classified under property and equipment, net.
For more information, see Note 7, Equipment Subject to Operating Lease, Net, in the notes of the unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report.
Reclassifications of Previously Issued Financial Statements
Certain prior-period amounts in the unaudited condensed interim consolidated financial statements have been reclassified to conform to the current-period presentation. These reclassifications had no impact on previously reported total net income (loss), total cash flows, or total stockholders’ equity.
Revision of Previously Filed Financial Statements
The unaudited condensed interim financial statements as of and for the three months ended March 31, 2025, have been revised to reflect corrections to previously issued financial statements as presented in the Company’s Quarterly Report on Form 10-Q filed with
12
the SEC on May 15, 2025. These revisions were originally disclosed in Note 2, Summary of Significant Accounting Policies—Revision of Previously Filed Financial Statements, in the Company's Form 10-K for the year ended December 31, 2025.
Note 3. Basic and Diluted Net Loss per Share
The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(In thousands, except share and per share data) |
|
|||||
Numerator: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Denominator: |
|
|
|
|
|
|
||
Weighted average shares outstanding — basic and diluted |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Net loss per share — basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
The following potentially dilutive shares of common stock equivalents “on an as-converted basis” were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an antidilutive effect:
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
|
|
|
|
|
||
Common stock warrants |
|
|
|
|
|
|
||
Common stock options |
|
|
|
|
|
|
||
Restricted stock units |
|
|
|
|
|
|
||
Total potentially dilutive common stock equivalents |
|
|
|
|
|
|
||
Total potentially dilutive common stock equivalents for the three months ended March 31, 2026 and 2025 excludes
13
Note 4. Fair Value Measurements
The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows:
|
|
Fair Value Measured as of March 31, 2026 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
|
(In thousands) |
|
|||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds (i) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Customer deposit— non cash consideration (ii) |
|
|
|
|
|
|
|
|
|
|
|
|||||
Total financial assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Customer liabilities— non cash consideration (iii) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Common stock warrant liabilities (2022 Private Warrant) (iv) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock warrant liabilities (Placement Agent Warrants) (iv) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock warrant liabilities (BEPO Warrants) (iv) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock warrant liabilities (BEPO Agent Warrants) (iv) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent earnout liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total financial liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
Fair Value Measured as of December 31, 2025 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
|
(In thousands) |
|
|||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds (i) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Customer deposit— non cash consideration (ii) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total financial assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Customer liabilities— non cash consideration (iii) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Common stock warrant liabilities (2022 Private Warrant) (iv) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock warrant liabilities (Placement Agent Warrants) (iv) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock warrant liabilities (BEPO Warrants) (iv) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Common stock warrant liabilities (BEPO Agent Warrants) (iv) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent earnout liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total financial liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
For more information regarding the various warrant and contingent earnout liabilities, see Note 10, Equity Instruments.
The aggregate fair value of the Company’s money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of March 31, 2026 and December 31, 2025. Realized gains and losses, net of tax, were not material for any of the periods presented.
14
The following table presents a summary of the changes in the fair value of the Company’s Level 3 financial instruments:
|
|
2022 |
|
|
Contingent |
|
|
Placement |
|
|
BEPO |
|
|
BEPO |
|
|
Customer liabilities— non cash consideration (iii) |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fair value as of January 1, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Change in fair value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Change due to conversion |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Fair value as of March 31, 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
2022 |
|
|
Contingent |
|
|
RDO |
|
|
Placement |
|
|
2024 Private Warrants (ii) |
|
|
BEPO Warrants (i) |
|
|
BEPO Agent Warrants |
|
|
July 2024 Private Warrants (i) |
|
|
August Inducement Warrants (i) |
|
|||||||||
|
(In thousands) |
|
||||||||||||||||||||||||||||||||||
Fair value as of January 1, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
Change in fair value |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
Change due to exchange |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
||||
Fair value as of March 31, 2025 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||||||
The fair value of the various warrants, contingent earnout liabilities and customer liabilities are based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy.
Note 5. Revenue
Customer Concentration
The customer concentration for balances greater than 10% of revenues and 10% of accounts receivables, net, respectively, are presented below:
|
|
Total Revenue |
|
Accounts Receivable, Net |
||||
|
|
Three Months Ended March 31, |
|
March 31, |
|
December 31, |
||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
|
(as a percentage) |
||||||
Customer 1 |
|
|
—% |
|
<10% |
|
<10% |
|
Customer 2 |
|
|
<10% |
|
|
|||
Customer 3 |
|
<10% |
|
|
—% |
|
—% |
|
Customer 4 |
|
<10% |
|
|
<10% |
|
—% |
|
Customer 5 |
|
<10% |
|
<10% |
|
|
<10% |
|
Customer 6 |
|
<10% |
|
—% |
|
—% |
|
|
15
Revenue by Geographic Area
The Company currently sells its products in the geographic regions as follows:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(In thousands) |
|
|||||
Americas |
|
$ |
|
|
$ |
|
||
Europe |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Contract Assets and Liabilities
There was $
Note 6. Balance Sheet Components
Accounts Receivable, Net
Accounts receivable, net consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
|
|
(In thousands) |
|
|||||
Trade receivables |
|
$ |
|
|
$ |
|
||
Less: Allowances for credit losses |
|
|
( |
) |
|
|
( |
) |
Total |
|
$ |
|
|
$ |
|
||
Inventories
Inventories consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
|
|
(In thousands) |
|
|||||
Raw materials |
|
$ |
|
|
$ |
|
||
Work-in-progress |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The Company recorded $
16
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
|
|
(In thousands) |
|
|||||
Prepaid insurance and other |
|
$ |
|
|
$ |
|
||
Net investments in sales type lease |
|
|
|
|
|
|
||
Vendor prepayments |
|
|
|
|
|
|
||
Customer deposit — noncash consideration |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
The Company entered into a sales-type lease on July 11, 2024 with a customer for a Sapphire XC system. The contract term is over
For a full description of the customer deposit — noncash consideration, see Note 15, Momentus Master Service Agreement.
Property and Equipment, Net
Property and equipment, net consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
|
|
(In thousands) |
|
|||||
Computers and software |
|
$ |
|
|
$ |
|
||
Lab equipment and other equipment |
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Total property, plant and equipment |
|
|
|
|
|
|
||
Less accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Property, plant and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense for the three months ended March 31, 2026 and 2025 was $
Other Assets
Other assets consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
|
|
(In thousands) |
|
|||||
Right of use assets |
|
$ |
|
|
$ |
|
||
Non-current prepaid expenses and other assets |
|
|
|
|
|
|
||
Total Other assets |
|
$ |
|
|
$ |
|
||
17
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
|
|
(In thousands) |
|
|||||
Accrued expenses |
|
$ |
|
|
$ |
|
||
Accrued salaries and benefits |
|
|
|
|
|
|
||
Customer liabilities — prepaid reserve |
|
|
|
|
|
|
||
Customer liabilities — noncash consideration |
|
|
|
|
|
|
||
Lease liability — current portion |
|
|
|
|
|
|
||
Total Accrued expenses and other current liabilities |
|
$ |
|
|
$ |
|
||
For a full description of the customer liabilities - prepaid reserve, and customer liabilities - noncash consideration, see Note 15, Momentus Master Service Agreement. On August 14, 2025, an amendment to the Momentus Master Service Agreement triggered changes to the accounting treatment, which required an independent valuation appraisal. The customer deposit - prepaid reserve are net cash proceeds after fees from the sale of the customer noncash consideration, and the customer deposit - noncash consideration was based on an independent valuation appraisal as of December 31, 2025, and was based solely on the Momentus, Inc. (Nasdaq: MNTS) price of $
The fair value assumptions used in the Black-Scholes model for the valuation of the liability was as follows:
|
|
As of December 31, 2025 |
|
|
Current stock price |
|
$ |
|
|
Expected volatility |
|
|
||
Risk-free interest rate |
|
|
||
Dividend rate |
|
|
|
|
Expected term (years) |
|
|
||
Other Noncurrent Liabilities
Other noncurrent liabilities consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
|
|
(In thousands) |
|
|||||
Lease liabilities — noncurrent portion |
|
$ |
|
|
$ |
|
||
Other noncurrent liabilities |
|
|
|
|
|
|
||
Total other noncurrent liabilities |
|
$ |
|
|
$ |
|
||
Note 7. Equipment Subject to Operating Lease. Net
The equipment subject to operating leases to customers had a cost basis of $
The equipment subject to operating lease consisted of the following:
18
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
|
|
(In thousands) |
|
|||||
Equipment on Lease |
|
$ |
|
|
$ |
|
||
Equipment Available for Lease |
|
|
|
|
|
|
||
Total Equipment Subject to Operating Lease |
|
$ |
|
|
$ |
|
||
Accumulated Depreciation |
|
|
( |
) |
|
|
( |
) |
Total Equipment Subject to Operating Lease, Net |
|
$ |
|
|
$ |
|
||
The total depreciation expense was less than
Note 8. Leases
The Company leases its office and manufacturing facilities under four non-cancellable operating leases, including options to extend, which expire between 2025 to 2032. The agreements include a provision for renewal at the then prevailing market rate for terms specified in each lease. On April 16, 2026, our headquarters and facility lease was renewed for an additional
Total right-of-use (“ROU”) assets and lease liabilities are as follows:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
|
|
(In thousands) |
|
|||||
Right-of-use assets: |
|
|
|
|
|
|
||
Net book value (Other assets) |
|
$ |
|
|
$ |
|
||
Operating lease liabilities: |
|
|
|
|
|
|
||
Current (Accrued expense and other current liabilities) |
|
$ |
|
|
$ |
|
||
Noncurrent (Other noncurrent liabilities) |
|
|
|
|
|
|
||
Total operating lease liabilities |
|
|
|
|
|
|
||
Financing lease liabilities: |
|
|
|
|
|
|
||
Current (Accrued expense and other current liabilities) |
|
$ |
|
|
$ |
|
||
Noncurrent (Other noncurrent liabilities) |
|
|
|
|
|
|
||
Total financing lease liabilities |
|
$ |
|
|
$ |
|
||
Total lease liabilities |
|
$ |
|
|
$ |
|
||
There were
Information about lease-related balances were as follows:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(In thousands, except years and percentages) |
|
|||||
Operating lease expense |
|
$ |
|
|
$ |
|
||
Financing lease expense |
|
|
|
|
|
|
||
Short-term lease expense |
|
|
|
|
|
|
||
Total lease expense |
|
$ |
|
|
$ |
|
||
Cash paid for leases |
|
$ |
|
|
$ |
|
||
Weighted — average remaining lease term — operating leases (years) |
|
|
|
|
|
|
||
Weighted — average discount rate — operating leases |
|
|
% |
|
|
% |
||
Weighted — average remaining lease term — financing leases (years) |
|
|
|
|
|
|
||
Weighted — average discount rate — financing leases |
|
|
% |
|
|
% |
||
19
Maturity of operating lease liabilities as of March 31, 2026 are as follows:
|
|
Operating Leases |
|
|
Financing Leases |
|
|
Total |
|
|||
Year Ending December 31, |
|
(In thousands) |
|
|||||||||
Remainder of 2026 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
2027 |
|
|
|
|
|
|
|
|
|
|||
2028 |
|
|
|
|
|
|
|
|
|
|||
2029 |
|
|
|
|
|
|
|
|
|
|||
2030 |
|
|
|
|
|
|
|
|
|
|||
Thereafter |
|
|
|
|
|
|
|
|
|
|||
Total operating lease payments |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Less portion representing imputed interest |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total operating lease liabilities |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Less current portion |
|
|
|
|
|
|
|
|
|
|||
Long-term portion |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Note 9. Debt
Debt consisted of the following:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
|
|
(In thousands) |
|
|||||
January Note |
|
$ |
|
|
$ |
|
||
February Note 1st Tranche |
|
|
|
|
|
|
||
February Note 2nd Tranche |
|
|
|
|
|
|
||
Secured Notes |
|
|
|
|
|
|
||
2025 Equipment Loan |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Debt — current portion |
|
|
|
|
|
|
||
Long-term debt – less current portion |
|
$ |
|
|
$ |
|
||
As of March 31, 2026, the Company’s debt consisted only of the 2025 Equipment Loan. For a full description of these debt arrangements, see Note 9, Debt, in the audited consolidated financial statements included in the 2025 Form 10-K.
Convertible Secured Note
On January 7, 2025, the Company issued the January Note, a Senior Secured Convertible Promissory Note in the principal amount of $
On February 10, 2025, the Company issued a Senior Secured Convertible Promissory Note (the “February Note”) in the principal amount of $
20
stock, at a fixed conversion price of $
On August 14, 2025, the Company amended the January Note (the "January Note Amendment"), which amended certain provisions of the January Note, including: an extension of the maturity date under the January Note to
On March 4, 2026, the Company and Arrayed entered into a further amendment to the January Note, which amended certain provisions of the January Note to, among other things, provide that, at any time and from time to time, Arrayed (as holder) has the right, at its option, to convert all or any portion of the outstanding principal amount of the January Note, together with accrued and unpaid interest thereon, into shares of the Company’s common stock.
On March 4, 2026, the Company and Thieneman Construction, Inc. entered into a further amendment to the February Note, which amended certain provisions of the February Note to, among other things, provide that, subject to the existing terms of the February Note, accrued and unpaid interest thereon, in addition to the outstanding principal amount, may be convertible into common stock at the holder’s option.
On March 4, 2026, the Company issued
On March 4, 2026, the Company issued
The Company has evaluated that the debt conversion under ASC Topic 470, Debt, is a debt modification and accounted for under the carrying-amount method pursuant to ASC 470-20. The transaction is a related-party transaction under ASC 850, Related Party Disclosures, and was duly evaluated and approved by the Board of Directors on March 4, 2026.
Secured Notes
The Secured Notes bear interest at
The Secured Notes include terms that provide Arrayed seniority over other unsecured obligations in any settlement negotiations in the event of liquidation. Additionally, the Secured Notes contain redemption features in the event of default or a fundamental change in control that would make the Secured Notes immediately callable at a predetermined rate as described in the Secured Notes. The redemption features are settled in cash.
On March 18, 2026, the Company repaid the Secured Note due 2026 in full of $
2025 Equipment Loan
On December 8, 2025, the Company and Varilease Finance, Inc. (“Varilease”) entered into a Sale Leaseback Agreement (the “Sale Leaseback Agreement”) pursuant to which the Company agreed to sell to Varilease, and subject to the conditions set forth therein, Varilease agreed to purchase from the Company, assorted Velo3D Sapphire and Sapphire XC metal 3D printers and post processing tools and equipment owned and used by the Company (the “Equipment”). The aggregate purchase price for the Equipment to be received by the Company is $
As of March 31, 2026, the Company paid $
21
The future minimum aggregate payments for the above borrowings are equal to the quarterly payments made using the repayment price for the Equipment Loan, and are as follows as of March 31, 2026:
Year Ending December 31, |
|
(In thousands) |
|
|
Remainder of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
Total |
|
$ |
|
|
Less: Amount of debt discount to be amortized subsequent to March 31, 2026 |
|
|
|
|
Less: 2025 Equipment Loan fees to be amortized subsequent to March 31, 2026 |
|
|
( |
) |
Less: Amount of interest to be accrued subsequent to March 31, 2026 |
|
|
( |
) |
Debt as of March 31, 2026 |
|
$ |
|
|
Note 10. Equity Instruments
Common stock
Our authorized share capital consists of
April 2024 Securities Purchase Agreement
On April 10, 2024, the Company entered into securities purchase agreements (the “BEPO Purchase Agreements”) with certain investors (collectively, the “Purchasers”). The BEPO Purchase Agreements relate to the sale and issuance, on a reasonable best efforts basis (collectively, the “BEPO Offering”), by the Company of an aggregate of: (i)
On April 12, 2024, the Company completed the BEPO Offering, resulting in gross proceeds to the Company of approximately $
In connection with the BEPO Offering, on April 10, 2024, the Company also entered into a placement agency agreement (the “BEPO Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “BEPO Placement Agent”). Pursuant to the terms of the BEPO Placement Agency Agreement, the BEPO Placement Agent agreed to arrange for the sale of the shares of common stock and the warrants. The Company paid the BEPO Placement Agent a cash fee equal to
February 2025 Securities Purchase Agreement
On February 24, 2025, the Company entered into Warrant Exchange Agreements (the "February Warrant Exchange Agreements") with each of: (i) Highbridge Tactical Credit Master Fund, L.P. (“HM”); (ii) Highbridge Tactical Credit Institutional Fund, Ltd. (collectively with HM, the “Highbridge Holders”); (iii) Anson Investments Master Fund LP (“AMF”); (iv) Anson East Master Fund LP (collectively with AMF, the “Anson Holders”); (v) High Trail Investments ON LLC (“HTI”), and (vi) HB SPV I Master LLC (together with HTI, the “High Trail Holders”), pursuant to which: (a) the Highbridge Holders and the Anson Holders agreed to exchange an
22
aggregate of
August 2025 Offering
On August 19, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as representative of the several underwriters named therein (the “Representative”), relating to the public offering of
The offering closed on August 20, 2025. Net proceeds from the offering were approximately $
December 2025 Private Investment in Public Equity - "2025 PIPE"
On December 22, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional accredited investors (the “Purchasers”), for the issuance and sale in a private placement of an aggregate of
On December 23, 2025, the parties consummated the Private Placement. The aggregate gross proceeds to the Company from the Private Placement was approximately $
Common Stock Reserved for Future Issuance
Shares of common stock reserved for future issuance on an “as if converted” basis were as follows:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
|
|
(share data) |
|
|||||
Common stock warrants |
|
|
|
|
|
|
||
Shares available for future grant under 2021 Equity Incentive Plan |
|
|
|
|
|
|
||
Reserved for At-the-Market offering |
|
|
|
|
|
|
||
Reserved for employee stock purchase plan |
|
|
|
|
|
|
||
Total shares of common stock reserved |
|
|
|
|
|
|
||
The Company is currently eligible to utilize the shelf registration statement on Form S-3 (the "Shelf Registration Statement") filed on April 3, 2026. The Company expects to enter into a sales agreement (the "At-the-Market Sales Agreement" or "ATM"), and may offer and sell, from time to time, through a broker, its common stock pursuant to the Form S-3.
In April 2024, pursuant to the evergreen provisions of the Company’s 2021 Equity Incentive Plan (the “2021 EIP”), the Company added an additional
The shares available for future grant under the 2021 EIP are net of any un-exercised stock options (vested and unvested) and unvested restricted stock units (“RSUs”) outstanding that may convert to common stock in the future upon exercise or vesting as of March 31, 2026 and December 31, 2025.
23
On April 3, 2026, the Company filed an S-8, pursuant to the evergreen provisions of the Company's 2021 EIP, and added an additional
Common Stock Warrant Liabilities
In connection with the BEPO Offering, the Company issued BEPO Warrants to purchase up to an aggregate of
In connection with the Second Note Amendment, on April 1, 2024, the Company also entered into a letter agreement (the “Letter Agreement”) with the Investors pursuant to which the Company issued to the Investors warrants (the “2024 Private Warrants”) to purchase up to an aggregate of
In connection with the Third Note Amendment, on July 1, 2024, the Company also entered into a letter agreement with the Investors pursuant to which the Company issued to the Investors warrants (the “July 2024 Private Warrants”) to purchase up to an aggregate of
On August 12, 2024, the Company entered into a warrant inducement with certain warrant holders (the "Inducement Agreement"). Pursuant to the Inducement Agreement, the holders of the existing warrants agreed to reduce the exercise price of their existing warrants, totaling
Warrants to purchase an equal number of shares of common stock of
|
|
March 31, 2026 |
|
|||||||||
|
|
Issue Date |
|
Expiration |
|
Number of |
|
|
Exercise |
|
||
Private Placement Warrants — Common Stock |
|
|
|
|
|
|
$ |
|
||||
Public Warrants — Common Stock |
|
|
|
|
|
|
$ |
|
||||
2022 Private Warrant — Common Stock |
|
|
|
|
|
|
$ |
|
||||
2023 Placement Agent Warrants — Common Stock |
|
|
|
|
|
|
$ |
|
||||
BEPO Warrants — Common Stock |
|
|
|
|
|
|
$ |
|
||||
BEPO Agent Warrants — Common Stock |
|
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||
24
|
|
December 31, 2025 |
|
|||||||||
|
|
Issue Date |
|
Expiration |
|
Number of |
|
|
Exercise |
|
||
Private placement warrants — Common Stock |
|
|
|
|
|
|
$ |
|
||||
Public warrants – Common Stock |
|
|
|
|
|
|
$ |
|
||||
2022 Private Warrant — Common Stock |
|
|
|
|
|
|
$ |
|
||||
2023 Placement Agent Warrants — Common Stock |
|
|
|
|
|
|
$ |
|
||||
BEPO Warrants — Common Stock |
|
|
|
|
|
|
$ |
|
||||
BEPO Agent Warrants — Common Stock |
|
|
|
|
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
||
Warrant Liabilities – Fair Value
The liabilities associated with the Private Placement Warrants, Public Warrants, 2022 Private Warrants, 2023 Placement Agent Warrants, BEPO Warrants, and BEPO Agent Warrants were subject to remeasurement at each balance sheet date using the Level 3 fair value inputs and the Public Warrants were subject to remeasurement at each balance sheet date using Level 1 fair value inputs for the three months ended March 31, 2026 and 2025, see Note 4, Fair Value Measurements, in this Quarterly Report for liability classified warrants recorded at fair value.
Each Private Placement Warrant is exercisable to purchase one share of common stock at a price of $
Common Stock Warrant Liabilities - Fair Value Assumption
The fair value of the private placement common stock warrant liability was less than $
The fair value assumptions were as follows:
|
|
As of March 31, 2026 |
||||||||||||||||
|
|
Current stock price |
|
|
Expected volatility |
|
|
Risk-free interest rate |
|
|
Dividend rate |
|
|
Expected term (years) |
||||
2022 Private Warrant(i) |
|
$ |
|
|
|
% |
|
|
% |
|
|
% |
|
|||||
Placement Agent Warrants(i) |
|
|
|
|
|
% |
|
|
% |
|
|
% |
|
|||||
BEPO Warrants, BEPO Agent Warrant(i) |
|
|
|
|
|
% |
|
|
% |
|
|
% |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
As of December 31. 2025 |
||||||||||||||||
|
|
Current stock price |
|
|
Expected volatility |
|
|
Risk-free interest rate |
|
|
Dividend rate |
|
|
Expected term (years) |
||||
2022 Private Warrant(i) |
|
$ |
|
|
|
% |
|
|
% |
|
|
% |
|
|||||
Placement Agent Warrants(i) |
|
|
|
|
|
% |
|
|
% |
|
|
% |
|
|||||
BEPO Warrants, BEPO Agent Warrant(i) |
|
|
|
|
|
% |
|
|
% |
|
|
% |
|
|||||
(i) The fair value assumptions used the Black-Scholes simulation model for the valuation.
Expected volatility: The expected volatility was derived from the implied volatility of the Company’s publicly traded common stock.
25
Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the common stock warrants.
Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock.
Expected term: The expected term represents the period that the warrant is expected to be outstanding and is determined using the simplified method, which deems the term to be the average of the time to vesting and the contractual life of the warrant.
Contingent Earnout Liabilities
The contingent earnout liability is for Earnout Shares (as defined below) for pre-closing Legacy Velo3D equity holders (“Eligible Legacy Velo3D Equity holders”). During the time period between the Closing Date and the
See Note 4, Fair Value Measurements, in this Quarterly Report for the liability for contingent earnout liabilities carried at fair value for the three months ended March 31, 2026 and 2025.
Fair Value Assumptions – Contingent Earnout Liabilities
Assumptions used in the fair value of the contingent earnout liabilities are described below.
|
|
As of March 31, 2026 |
||||||||||||||||
|
|
Current stock price |
|
|
Expected volatility |
|
|
Risk-free interest rate |
|
|
Dividend rate |
|
|
Expected term (years) |
||||
Contingent earnout liabilities |
|
$ |
|
|
|
% |
|
|
% |
|
|
% |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
As of December 31. 2025 |
||||||||||||||||
|
|
Current stock price |
|
|
Expected volatility |
|
|
Risk-free interest rate |
|
|
Dividend rate |
|
|
Expected term (years) |
||||
Contingent earnout liabilities |
|
$ |
|
|
|
% |
|
|
% |
|
|
% |
|
|||||
Expected volatility: The expected volatility was derived from the implied volatility of the Company’s publicly traded common stock.
Risk-free interest rate: The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero-coupon U.S. Treasury notes with maturities corresponding to the expected term of the Earnout Shares.
Expected dividend yield: The expected dividend rate is zero as the Company currently has no history or expectation of declaring dividends on its common stock.
Expected term: The expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method, which deems the term to be the average of the time to vesting and the contractual life of the Earnout Shares.
Note 11. Equity Incentive Plans and Stock-Based Compensation
As of March 31, 2026, the Company had a remaining allocated reserve of
26
As of March 31, 2026, the Company had an allocated reserve of
Stock options
Activity under the 2021 EIP is set forth below:
|
|
Options |
|
|
Weighted- |
|
|
Weighted- |
|
|||
|
|
(In thousands) |
|
|
(Per share data) |
|
|
(Years) |
|
|||
Outstanding as of December 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
$ |
|
|
|
|
|||
Exercised |
|
|
|
|
$ |
|
|
|
|
|||
Forfeited or expired |
|
|
( |
) |
|
$ |
|
|
|
|
||
Outstanding as of March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Options vested and expected to vest as of March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Vested and exercisable as of March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Outstanding as of December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|||
Granted |
|
|
|
|
$ |
|
|
|
|
|||
Exercised |
|
|
|
|
$ |
|
|
|
|
|||
Forfeited or expired |
|
|
|
|
$ |
|
|
|
|
|||
Outstanding as of March 31, 2026 |
|
|
|
|
$ |
|
|
|
|
|||
Options vested and expected to vest as of March 31, 2026 |
|
|
|
|
$ |
|
|
|
|
|||
Vested and exercisable as of March 31, 2026 |
|
|
|
|
$ |
|
|
|
|
|||
As of March 31, 2026 and December 31, 2025, there is
As of March 31, 2026, total unrecognized compensation cost related to options was immaterial and is expected to be recognized over a weighted-average period of less than a year.
For the three months ended March 31, 2026, there were
Restricted Stock Units
The fair value of RSUs under the Company’s 2021 EIP is estimated using the value of the Company’s common stock on the date of grant.
27
The following table summarizes outstanding and expected to vest RSUs as of March 31, 2026 and 2025 and their activity during the three months ended March 31, 2026 and 2025:
|
|
Number |
|
|
Weighted- |
|
|
Aggregate |
|
|||
|
|
(In thousands) |
|
|
(Per share data) |
|
|
(In thousands) |
|
|||
Balance as of December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Released |
|
|
( |
) |
|
|
|
|
|
|
||
Cancelled |
|
|
( |
) |
|
|
|
|
|
|
||
Balance as of March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|||
Expected to vest as of March 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Balance as of December 31, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Released |
|
|
( |
) |
|
|
|
|
|
|
||
Cancelled |
|
|
( |
) |
|
|
|
|
|
|
||
Balance as of March 31, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|||
Expected to vest as of March 31, 2026 |
|
|
|
|
$ |
|
|
$ |
|
|||
The aggregate intrinsic value of outstanding RSUs is calculated based on the closing price of the Company’s common stock as of the date outstanding. As of March 31, 2026, there was $
Stock-based Compensation Expense
The following sets forth the total stock-based compensation expense by type of award included in the statements of operations:
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(In thousands) |
|
|||||
Restricted stock units |
|
$ |
|
|
$ |
|
||
Stock options |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
The following sets forth the total stock-based compensation expense included in cost of revenue and operating expenses on the statements of operations:
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(In thousands) |
|
|||||
Cost of 3D Printer and parts |
|
$ |
|
|
$ |
|
||
Cost of Support services |
|
|
|
|
|
|
||
Stock-based compensation recorded in cost of revenue |
|
|
|
|
|
|
||
Research and development |
|
|
|
|
|
|
||
Selling and marketing |
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
||
Stock-based compensation recorded in operating expense |
|
|
|
|
|
|
||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
||
28
Note 12. Income Taxes
The income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate (the “ETR”) to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The income tax provision or benefit for each interim period is the difference between the year-to-date amount for the current period and the year-to-date amount for the period prior. Under ASC Topic 740-270-30-36, entities subject to income taxes in multiple jurisdictions should apply one overall ERT instead of separate ETRs for each jurisdiction when calculating the interim-period income tax or benefit related to ordinary income (or loss) for the year-to-date interim period, except in certain circumstances. The Company’s effective tax rates for the three months ended March 31, 2026 and 2025, may differ from the federal statutory rate of
Note 13. Commitments and Contingencies
The Company may be involved in various lawsuits, claims, and proceedings, including intellectual property, commercial, securities, and employment matters that arise in the normal course of business. The Company accrues a liability when management believes information available prior to the issuance of the unaudited condensed consolidated interim financial statements indicates it is probable a loss has been incurred as of the date of the unaudited condensed consolidated interim financial statements and the amount of loss can be reasonably estimated. The Company adjusts its accruals to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular case. Legal costs are expensed as incurred. As of March 31, 2026, the Company is not aware of any litigation, claim or assessment in which the outcome, individually or in the aggregate, would have a material adverse effect on its consolidated financial positions, results of operations, cash flows or future earnings.
The Company’s purchase obligations per terms and conditions with suppliers and vendors are cancellable in whole or in part prior to shipment. Non-cancellable purchase commitments (purchase orders) of $
Note 14. Employee Defined-Contribution Plans
29
Note 15. Momentus Master Service Agreement
In April 2025, the Company entered into a
The Company accounts for a refund provision within the MSA as an embedded derivative. Management determined that the fair value of this derivative remained de minimis as of March 31, 2026, and no separate recognition was required in the unaudited condensed consolidated interim financial statements.
Share Conversion and Balances
On December 3, 2025, the Board of Directors of Momentus Inc. approved a
On February 9, 2026, Velo3D executed its option to convert its
As of March 31, 2026, the Momentus liabilities are recorded under accrued expenses and other current liabilities as Customer liabilities - prepaid reserve of $
As of April 5, 2026, the Company held no remaining shares of Momentus Common Stock and the total Customer liabilities - prepaid reserve was $
Note 16. Subsequent Events
Subsequent events were evaluated through the filing date of this Quarterly Report, and no events requiring adjustment or disclosure were identified, other than items disclosed above in Note 1, Description of Business and Basis of Presentation, Note 8, Leases, Note 10, Equity Instruments and Note 15, Momentus Master Service Agreement.
30
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our results of operations and financial condition. This discussion should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and our unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report. This discussion contains forward-looking statements based upon our current expectations, estimates and projections, and involves numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements due to, among other considerations, the matters discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-looking Statements” herein. During the fiscal year ended December 31, 2025, we identified immaterial errors in our previously issued financial statements. We have corrected the amounts as presented in this Item 2 accordingly. Refer to Note 2, Summary of Significant Accounting Policies to the unaudited condensed consolidated interim financial statements included in Part I of this Quarterly Report for additional information.
Overview
We seek to fulfill the promise of additive manufacturing, also referred to as 3D printing ("AM"), to deliver breakthroughs in performance, cost, and lead time in the production of high-value metal parts.
We produce a fully integrated hardware and software solution based on our proprietary laser powder bed fusion ("L-PBF") technology, which greatly reduces and often eliminates the need for support structures. Our technology enables the production of highly complex, mission-critical parts that existing AM solutions cannot produce without the need for redesign or additional assembly.
Our Sapphire Family of Printers gives our customers who are in space, aviation, defense, automotive, energy and industrial markets the freedom to design and produce metal parts with complex internal features and geometries that had previously been considered impossible for AM. We believe our technology is ahead of competitors.
We aim to enable our customers to build resilient supply chains for production parts across industries with a clear, reliable path from concept to production through our Rapid Production Solutions ("RPS") offering. RPS utilizes our deep engineering expertise, cutting-edge technology and a fleet of Sapphire XC large-format metal 3D printer and parts to accelerate path to production for our customers.
Our technology is novel compared to other AM technologies because of its ability to deliver high-value metal parts that have complex internal channels, structures, and geometries. This affords a wide breadth of design freedom for creating new metal parts and it enables replication of existing parts without the need to redesign the part to be manufacturable with AM. Because of these features, we believe our technology and product capabilities are highly valued by our customers. Our customers are primarily original equipment manufacturers ("OEMs") and contract manufacturers ("CMs") who look to AM to solve issues with traditional metal parts manufacturing technologies. Those traditional manufacturing technologies rely on processes, including casting, stamping and forging, that typically require high volumes to drive competitive costs and have long lead times for production. Our customers look to AM solutions to produce assemblies that are lighter, stronger, and more reliable than those manufactured with traditional technologies. Our customers also expect AM solutions to drive lower costs for low-volume parts and substantially shorter lead times. However, many of our customers have found that other legacy AM technologies failed to produce the required designs for the high-value metal parts and assemblies that our customers wanted to produce with AM. As a result, other AM solutions often require that parts be redesigned so that they can be produced and frequently incur performance losses for high-value applications.
In contrast, our technology can deliver complex high value metal parts with the design advantages, lower costs and faster lead times associated with AM, and generally avoids the need to redesign the parts. As a result, our customers have increasingly adopted our technology into their design and production processes. We believe our value is reflected in our sales patterns, as most of our customers initially purchased a single machine to validate our technology and have purchased additional systems over time as they have embedded our technology in their product roadmap and manufacturing infrastructure. We consider this approach a “land and expand” strategy, oriented around a demonstration of our value proposition followed by increasing penetration with key customers.
Recent Developments
Recent Debt and Equity Transactions
On January 7, 2025, the Company issued a Senior Secured Convertible Promissory Note in the principal amount of $5,000,000 (the "January Note") to Thieneman Properties, LLC, an Indiana limited liability company. The January Note bore interest at a rate of 60.0% per annum, was payable in full on April 7, 2025 in the amount of $5,750,000 and if not paid on or prior to such date, would continue to accrue interest at the same rate until paid. The January Note could be prepaid in whole or in part at any time without penalty or premium
31
and was convertible in the event of default into shares of the Company’s common stock, at a fixed conversion price of $23.40 per share. On April 7, 2025, the Company made a payment of $750,000, covering the first three months of interest on the January Note.
On February 10, 2025, the Company issued a Senior Secured Convertible Promissory Note in the principal amount of $10,000,000 (the "February Note") to Thieneman Construction, Inc. an Indiana corporation, to be funded in two tranches of $5,000,000. The February Note bears interest at a rate of 30.0% per annum, is payable in full on the date that is six months from the date such tranche was funded, (the first tranche and second tranche were received by the Company on February 10, 2025 and March 20, 2025, respectively), in the amount of $5,750,000 and given it was not paid on or prior to such date, will continue to accrue interest at the same rate until paid. The outstanding principal amount of the February Note is convertible into shares of the Company's common stock upon the occurrence of the Company’s successful listing of shares of its common stock on a national securities exchange or the occurrence and during the continuation of an event of default, into common stock at a fixed conversion price of $15.00 per share.
On February 24, 2025, the Company entered into February Warrant Exchange Agreements with each of: (i) Highbridge Tactical Credit Master Fund, L.P. (“HM”); (ii) Highbridge Tactical Credit Institutional Fund, Ltd. (collectively with HM, the “Highbridge Holders”); (iii) Anson Investments Master Fund LP (“AMF”); (iv) Anson East Master Fund LP (collectively with AMF, the “Anson Holders”); (v) High Trail Investments ON LLC (“HTI”), and (vi) HB SPV I Master LLC (together with HTI, the “High Trail Holders”), pursuant to which: (a) the Highbridge Holders and the Anson Holders agreed to exchange an aggregate of 60,150 registered warrants issued in April 2024 and an aggregate of 99,048 registered warrants issued in August 2024, and (b) the High Trail Holders agreed to exchange an aggregate of 151,808 unregistered warrants issued in April 2024 and July 2024, and an aggregate of 19,048 registered warrants issued in December 2023, for an aggregate of 990,159 shares (the “Acquired Shares”) of Company’s common stock, respectively, equating in each case to an exchange ratio of three Acquired Shares for each warrant.
On August 14, 2025, the Company amended the January Note (the "January Note Amendment"), which amended certain provisions of the January Note, including: an extension of the maturity date under the January Note to February 14, 2027; a reductions of the interest rate under the January Note to 12%; and an adjustment of the fixed conversion price to 16.38 per share. On August 14, 2025, the Company also amended the February Note (the “February Note Amendment”) which, amended certain provisions of the February Note, including: an extension of the maturity dates for each tranche under the February Note to February 14, 2027; a reduction of the interest rate under the February Note to 12%; and an adjustment of the fixed conversion price to 10.50 per share. The Company has evaluated that the note amendments are both treated as a debt modification under ASC Topic 470, Debt.
Immediately prior to the further amendment to the January Note described below, Thieneman Properties, LLC transferred the January Note to Arrayed Notes Acquisition Corp. ("Arrayed"), a Delaware corporation controlled by Arun Jeldi, the Chief Executive Officer and a director of the Company, pursuant to a Convertible Promissory Note Transfer Agreement between Thieneman Properties, LLC (as transferor) and Arrayed (as transferee).
On March 4, 2026, the Company and Arrayed entered into a further amendment to the January Note, which amended certain provisions of the January Note to, among other things, provide that, at any time and from time to time, Arrayed (as holder) has the right, at its option, to convert all or any portion of the outstanding principal amount of the January Note, together with accrued and unpaid interest thereon, into shares of the Company’s common stock.
On March 4, 2026, the Company and Thieneman Construction, Inc. entered into a further amendment to the February Note, which amended certain provisions of the February Note to, among other things, provide that, subject to the existing terms of the February Note, accrued and unpaid interest thereon, in addition to the outstanding principal amount, may be convertible into common stock at the holder’s option.
On March 4, 2026, the Company issued 394,517 shares of common stock to Arrayed upon conversion of the January Note, in the principal amount of $5,000,000, together with accrued and unpaid interest thereon, at a conversion price of $16.38 per share, a premium to the Company’s share price on March 4, 2026. As of such date, the January Note (including principal and interest) was fully converted into shares of common stock of the Company.
On March 4, 2026, the Company issued 1,145,830 shares of common stock to Thieneman Construction, Inc. upon conversion of the February Note, in the principal amount of $10,000,000, together with accrued and unpaid interest thereon, at a conversion price of $10.50 per share. As of such date, the February Note (including principal and interest) was fully converted into shares of common stock of the Company.
2025 Reverse Stock Split
Effective July 28, 2025, we implemented a 1-for-15 reverse stock split of our issued and outstanding common stock. The reverse stock split was effected by the filing of a certificate of amendment (the “Amendment”) to our Certificate of Incorporation with the
32
Secretary of State of the State of Delaware, without any change to par value or the number of authorized shares of common stock. The Amendment became effective upon such filing. No fractional shares were issued in connection with the reverse stock split as all fractional shares were rounded up to the next whole share. All share and per share amounts of our common stock listed in this Quarterly Report have been adjusted, as applicable, to give effect to the reverse stock split.
See Note 1, Description of Business and Basis of Presentation, for additional information on the 2025 reverse stock split in the notes to our unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report.
August 2025 Offering
On August 19, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as representative of the several underwriters named therein (the “Representative”), relating to the public offering of 5,833,333 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share, at a purchase price per share of $3.00 (the “Offering Price”). Pursuant to the Underwriting Agreement, the Company also granted the Representative a 30-day option to purchase up to an additional 875,000 shares of common stock at the Offering Price, less any underwriting discounts and commissions, which was exercised in full.
The offering closed on August 20, 2025 (the "August 2025 Offering"). Gross proceeds of $20.1 million was received from the August 2025 Offering of 5,833,333 shares of the Company's common stock ($17.5 million) and the exercise of the Representative option to purchase 875,000 shares of common stock. Net proceeds from the August 2025 Offering were approximately $17.8 million after deducting $2.3 million in the underwriting discounts and commissions, and other estimated offering expenses payable by the Company for legal and audit services. The Company intends to use the net proceeds of this offering for working capital, capital expenditures and general corporate purposes.
Amendment to Company’s Certificate of Incorporation allowing stockholders to act by written consent
On June 27, 2025, the stockholders of the Company, approved an amendment (“the Written Consent Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation’), to remove Section 1 of Article VIII of the Certificate of Incorporation, which prohibited stockholder action by written consent without a stockholder meeting. On July 1, 2025, the Written Consent Amendment was filed with the Secretary of State of the State of Delaware, and the Written Consent Amendment became effective on such date. As a result of the Written Consent Amendment, stockholders are now permitted to act by written consent to the extent permitted under the Delaware General Corporation Law.
2025 Equipment Loan
On December 8, 2025, the Company and Varilease Finance, Inc. (“Varilease”) entered into a Sale Leaseback Agreement (the “Sale Leaseback Agreement”) pursuant to which the Company agreed to sell to Varilease, and subject to the conditions set forth therein, Varilease agreed to purchase from the Company, assorted Velo3D Sapphire and Sapphire XC metal 3D printers and post processing tools and equipment owned and used by the Company (the “Equipment”). The aggregate purchase price for the Equipment to be received by the Company is $10 million and reported as debt (the "Equipment Loan"). For more information, see Note 9, Debt, in the notes to the unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report.
2025 Private Investment in Public Equity ("2025 PIPE")
On December 22, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional accredited investors (the “Purchasers”), for the issuance and sale in a private placement of an aggregate of 3,636,363 shares of the Company’s common stock, at a purchase price of $8.25 per share. The foregoing transaction is referred to herein as the “Private Placement.” On December 23, 2025, the parties consummated the Private Placement. The aggregate gross proceeds to the Company from the Private Placement was approximately $30 million, before deducting placement agent fees and other offering expenses.
April 2026 Offering
On April 27, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co., as underwriter (the “Underwriter”), relating to the offer and sale in a firm commitment underwritten registered direct offering (the “April 2026 Offering”) of 3,571,428 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share. The Shares were sold at a public offering price per share of $14.00. The gross proceeds from the Offering were approximately $50 million, before deducting underwriting discounts and commissions and other offering expenses.
33
Notwithstanding the recent debt and equity transactions, as described in “—Liquidity and Capital Resources” and in Note 1 Description of Business and Basis of Presentation—Going Concern, Financial Condition and Liquidity and Capital Resources in the notes to the unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report, management believes that substantial doubt exists about the Company's ability to continue as a going concern. We do not have sufficient liquidity to meet our operating needs and satisfy our debt obligations for at least the next 12 months. The Company will need to engage in additional financings to fund our operations, continue to fund payroll for employees, and satisfy our obligations in the near term. Without such additional funding, we will not be able to continue operations and may be required to sell assets, liquidate and/or file for bankruptcy.
Key Financial and Operational Metrics
We believe that our performance and future success depend on many factors that present significant opportunities for us but also pose risks and challenges, including those discussed herein and in the section of the 2025 Form 10-K titled “Risk Factors.”
We regularly evaluate several metrics, including the metrics presented in the table below, to measure our performance, identify trends affecting our business, prepare financial projections, make strategic decisions, and establish performance goals for compensation and we periodically review and revise these metrics to reflect changes in our business.
|
|
As of and for the Three Months Ended |
|
|||||
|
|
March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Revenue ($ in millions) |
|
$ |
14 |
|
|
$ |
9 |
|
Bookings ($ in millions) |
|
$ |
12 |
|
|
$ |
8 |
|
Backlog ($ in millions) |
|
$ |
30 |
|
|
$ |
18 |
|
Bookings ($ in millions): Bookings ($ in millions) are defined as a confirmed order for a 3D printer system and printed parts in contracted dollars.
Backlog ($ in millions): Backlog ($ in millions) is defined as the unfulfilled 3D printer systems and printed parts to be delivered to customers in contracted dollars as of period end.
Customer Concentration
Our operating results for the foreseeable future will continue to depend on sales to a small group of customers. For the three months ended March 31, 2026 and 2025, sales to the top three customers accounted for 60.9% and 70.7%, respectively, of our revenue. Of the top three customers for the three months ended March 31, 2026, all three customers were different from the top three customers for the comparable period in 2025.
While our objective is to diversify our customer base, we continue to be susceptible to risks associated with customer concentration.
Continued Investment and Innovation
We continue to be a customer-focused company working to develop innovative solutions to address customers’ needs and focus on our customers to identify the most impactful areas for research and development as we seek to further improve the capabilities of our AM solutions. We believe this process has contributed significantly to our development of the most advanced metal AM systems in the world. We believe that continued investments in our products are important to our future growth and, as a result, we will invest in enhancing our portfolio of AM solutions through certain research and development projects based on customer demand.
Macroeconomic Conditions and Other World Events
General economic and political conditions such as recessions, interest rates, fuel prices, inflation, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism (including, for example, the ongoing military conflicts in Israel and in Ukraine and the economic sanctions related thereto), have added uncertainty in timing of customer orders and supply chain constraints. In 2025, we implemented a number of supply chain and manufacturing improvements in response and intend to continue to focus on driving further operational improvements during 2026 to reduce operating costs.
34
Refer to Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which contains descriptions of significant risks: “Risk Factors - Risks Related to Our Business and Industry—Market conditions, economic uncertainty or downturns could adversely affect our business and operating results” and “—We may be adversely affected by the effects of inflation or possible stagflation.”
Climate Change
Material pending or existing climate change-related legislation, regulations, and international accords could have an adverse effect on our business, financial condition, and results of operations, including: (1) material past and/or future capital expenditures for climate-related projects, (2) material indirect consequences of climate-related regulation or business trends, such as the following: decreased/increased demand for goods or services that produce significant greenhouse gas emissions or are related to carbon-based energy sources; increased competition to develop innovative new products that result in lower emissions; increased demand for generation and transmission of energy from alternative energy sources; and any anticipated reputational risks resulting from operations or products that produce material greenhouse gas emissions and (3) material increased compliance costs related to climate change. In addition, extreme weather and other natural disasters may become more intense or more frequent, which may disrupt our operations or the operations of our suppliers and customers.
Components of Results of Operations
Revenue
Our revenue is primarily derived from our AM fully integrated hardware and software solution based on our proprietary L-PBF technology. Our products include Sapphire, Sapphire 1MZ, Sapphire XC and Sapphire XC 1MZ metal AM printer using our L-PBF technology and Assure quality validation software (collectively referred to as the “3D Printer”). Contracts for 3D Printers also include post-sale customer support services (“Support Services”), except for our distributor partners, which are qualified to perform support services.
We sell our fully integrated hardware and software AM solutions through two types of transaction models: a 3D Printer sale transaction and a recurring payment transaction (“Recurring Payment”). Support services are included with a 3D Printer sale transaction and a Recurring Payment transaction. For 3D Printer sale transactions where the support service period has expired, customers may purchase extended support service contracts.
3D Printer and parts sale transactions - fixed purchase price model. The timeframe from order to completion of the site acceptance test usually occurs over three to nine months. As we scale our production, we expect to reduce this timeframe. Contract consideration allocated to the 3D Printer is recognized at a point in time, which occurs upon transfer of control to the customer at shipment.
The initial sales of 3D Printers and Support Services are included in one contract and are invoiced together. Contract consideration is allocated between the two performance obligations based on relative fair value. This allocation involves judgment and is periodically updated as new relevant information becomes available.
Other revenue included under 3D Printer and parts sales includes parts and consumables, such as filters, powder or build plates, that are sold to customers and recognized upon transfer of control to the customer at shipment.
Rapid Production Solutions ("RPS") - RPS utilizes our deep engineering expertise, cutting-edge technology and a fleet of Sapphire XC large-format metal 3D printers to manufacture custom metal components in order to accelerate the path to production for our customers. RPS revenue is included under 3D Printer and parts revenue.
Recurring Payment transactions - our leased 3D Printer transactions. We define our Recurring Payment transactions as operating leases. Under the leased 3D Printer transaction, the customer typically pays an amount for a lease which entitles the customer to a base number of hours of usage. For usage above that level, the customer typically pays an hourly usage fee. Most of our leases have a 12-month term, though in some instances the lease term is longer.
Support Services - are included with most 3D Printer sale transactions and Recurring Payment transactions. Support services consist of field service engineering, phone and email support, preventative maintenance, and limited on and off-site consulting support. A subsequent Extended Support Agreement is available for renewal after the initial contract period based on the then-fair value of the service, which is paid for separately. Support Service revenue is recognized over the contract period beginning with customer performance test acceptance.
35
Other revenue included under 3D Printer sales includes parts and consumables, such as filters, powder or build plates, that are sold to customers and recognized upon transfer of control to the customer at shipment.
Cost of Revenue
Our cost of revenue includes the “Cost of 3D Printer and Parts,” “Cost of Recurring Payment” and “Cost of Support Services.”
Cost of 3D Printer and parts includes the manufacturing cost of our components and subassemblies purchased from vendors for the assembly, as well as raw materials and assemblies, shipping costs, cost of RPS solutions, and other directly associated costs. Cost of 3D Printers also includes allocated overhead costs from headcount-related costs, such as salaries, stock-based compensation, depreciation of manufacturing related equipment and facilities, and information technology costs.
Cost of RPS includes cost of raw materials, typically metal powder feedstock, direct and indirect labor, depreciation of 3D printers and other related equipment and facilities, utilities such as electricity and specialty gases, shipping costs and other directly associated costs. Cost of RPS is included under 3D Printer and parts cost of revenue.
Cost of Recurring Payment includes depreciation of the leased equipment over the useful life of five years less the residual value, and an allocated portion of Cost of Support Services.
Cost of Support Services includes the cost of spare or replacement parts for preventive maintenance, installation costs, headcount-related costs such as salaries, stock-based compensation, depreciation of manufacturing related equipment and facilities, and information technology costs. The headcount-related costs are directly associated with the engineers dedicated to remote and on-site support, training, travel costs and other services costs.
Gross Profit and Gross Margin
Our gross profit is revenue less cost of revenue and our gross margin is gross profit as a percentage of revenue. The gross profit and gross margin for our products are varied and are expected to continue to vary from period to period due to the mix of products and services sold through a 3D Printer sale transaction, a Recurring Payment transaction, RPS offerings, services contracts, new product introductions and efforts to optimize our operational costs. Other factors affecting our gross profit include changes to our material costs, assembly costs that are themselves dependent upon improvements to yield, and any increase in assembly overhead to support a greater number of 3D Printers sold and markets served.
Research and Development Expenses
Our research and development expenses represent costs incurred to support activities that advance the development of innovative AM technologies, new product platforms and consumables, as well as activities that enhance the capabilities of our existing product platforms. Our research and development expenses consist primarily of salaries and related personnel costs for individuals working in our research and development departments, including stock-based compensation, prototypes, design expenses, information technology costs and software license amortization, consulting and contractor costs, and an allocated portion of overhead costs, including depreciation of property and equipment used in research and development activities.
Selling and Marketing Expenses
Sales and marketing expenses consist primarily of salaries and related personnel costs for individuals working in our sales and marketing departments, including stock-based compensation, costs related to trade shows and events, advertising, marketing promotions, travel costs and an allocated portion of overhead costs, including information technology costs and costs for customer validation.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related personnel costs for individuals associated with our executive, administrative, finance, legal, information technology and human resources functions, including stock-based compensation, professional fees for legal, audit and compliance, accounting and consulting services, general corporate costs, facilities, rent, information technology costs, insurance, bad debt expenses and an allocated portion of overhead costs, including equipment and depreciation and other general and administrative expenses.
Interest Expense
Interest expense primarily consists of interest incurred under our outstanding debt and finance leases.
36
Gain (Loss) on Fair Value of Warrants
Gain (loss) on valuation of warrant liabilities relates to the changes in the fair value of warrant liabilities which are subject to remeasurement at each balance sheet date.
Gain (Loss) on Fair value of Contingent Earnout Liabilities
Gain (loss) on valuation of contingent earnout liabilities relates to the changes in fair value of the contingent earnout liabilities in connection with the earnout shares, which are subject to remeasurement at each balance sheet date.
Loss on warrant cancellation
Loss on warrant cancellation relates to the loss recognized in conjunction with the February 2025 Warrant Exchange Agreements.
Other Income (Expense), Net
Other income (expense), net includes interest earned on our bank sweep account, gains and losses on disposals of fixed assets, transaction costs related to the warrant inducement transaction and other miscellaneous income/expenses.
Income Taxes
No provision for federal and state income taxes was recorded for any periods presented due to projected losses, and we maintained a full valuation allowance on the deferred tax assets as of March 31, 2026 and 2025.
We will continue to review our conclusions about the appropriate amount of the valuation allowance on a quarterly basis. If we were to generate profits, the U.S. valuation allowance position could be reversed in the foreseeable future. We expect a benefit to be recorded in the period the valuation allowance reversal is recorded and a higher effective tax rate in periods following the valuation allowance reversal.
37
Results of Operations
Comparison of the Three Months Ended March 31, 2026 and 2025:
The following table summarizes our historical results of operations for the periods presented:
|
|
Three Months Ended March 31, |
|
|
|
|
||
|
|
2026 |
|
2025 |
|
Change |
|
% |
|
|
(In thousands, except for percentages) |
||||||
Revenue |
|
|
|
|
|
|
|
|
3D Printer and parts |
|
$12,021 |
|
$7,523 |
|
$4,498 |
|
59.8% |
Recurring payment |
|
— |
|
— |
|
— |
|
— |
Support services |
|
1,269 |
|
1,790 |
|
(521) |
|
(29.1)% |
Other |
|
526 |
|
7 |
|
519 |
|
7414.3% |
Total Revenue |
|
13,816 |
|
9,320 |
|
4,496 |
|
48.2% |
Cost of revenue |
|
|
|
|
|
|
|
|
3D Printer and parts |
|
10,225 |
|
7,540 |
|
2,685 |
|
35.6% |
Recurring payment |
|
— |
|
12 |
|
(12) |
|
(100.0)% |
Support services |
|
1,210 |
|
1,071 |
|
139 |
|
13.0% |
Total cost of revenue |
|
11,435 |
|
8,623 |
|
2,812 |
|
32.6% |
Gross profit |
|
2,381 |
|
697 |
|
1,684 |
|
241.6% |
Operating expenses |
|
|
|
|
|
|
|
|
Research and development |
|
2,695 |
|
2,059 |
|
636 |
|
30.9% |
Selling and marketing |
|
1,721 |
|
1,086 |
|
635 |
|
58.5% |
General and administrative |
|
4,912 |
|
9,076 |
|
(4,164) |
|
(45.9)% |
Total operating expenses |
|
9,328 |
|
12,221 |
|
(2,893) |
|
(23.7)% |
Loss from operations |
|
(6,947) |
|
(11,524) |
|
4,577 |
|
(39.7)% |
Interest expense |
|
(733) |
|
(1,070) |
|
337 |
|
(31.5)% |
Loss on fair value of warrants |
|
— |
|
(1,044) |
|
1,044 |
|
(100.0)% |
Loss on warrant cancellation |
|
— |
|
(11,357) |
|
11,357 |
|
(100.0)% |
Other expense, net |
|
708 |
|
(11) |
|
719 |
|
(6536.4)% |
Loss before provision for income taxes |
|
(6,972) |
|
(25,006) |
|
18,034 |
|
(72.1)% |
Provision for income taxes |
|
(26) |
|
(8) |
|
(18) |
|
225.0% |
Net loss |
|
$(6,998) |
|
$(25,014) |
|
$18,016 |
|
(72.0)% |
Revenue
The following table presents the revenue disaggregated by products and service type, as well as the percentage of total revenue.
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
|
|
2026 |
|
2025 |
|
Change |
|
% |
||||
|
|
(In thousands, except for percentages) |
||||||||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
3D Printer and parts sales |
|
$12,021 |
|
87.0% |
|
$7,523 |
|
80.7% |
|
$4,498 |
|
59.8% |
Recurring payment |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Support services |
|
1,269 |
|
9.2% |
|
1,790 |
|
19.2% |
|
(521) |
|
(29.1)% |
Other |
|
526 |
|
3.8% |
|
7 |
|
0.1% |
|
519 |
|
7414.3% |
Total Revenue |
|
$13,816 |
|
100.0% |
|
$9,320 |
|
100.0% |
|
$4,496 |
|
48.2% |
Total revenue for the three months ended March 31, 2026 and 2025 was $13.8 million and $9.3 million, respectively, an increase of $4.5 million, or 48.2%.
3D Printer and parts sales were $12.0 million and $7.5 million for the three months ended March 31, 2026 and 2025, respectively, an increase of $4.5 million. The increase in revenue was primarily attributed to an increase in the average selling price, an increase in
38
the number of systems sold, and an increase in RPS revenues related to an increase in production volume for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The 3D Printer and parts sales also included printed parts and consumables revenue.
Recurring Payment revenue, structured as an operating lease, was $0.0 million for the three months ended March 31, 2026 and $0.0 million for the three months ended March 31, 2025.
Our Support Services revenue was $1.3 million and $1.8 million for the three months ended March 31, 2026 and 2025, respectively, a decrease of $0.5 million. Support Services revenue is primarily due to services provided to customers based on the installed base requiring preventive maintenance and other support services.
Other revenue was $0.5 million and less than $0.1 million for the three months ended March 31, 2026 and 2025, respectively, an increase of $0.5 million.
As part of our Strategic Realignment started in 2025, we have implemented new go-to-market and service strategies to rebuild our bookings and backlog pipeline. As we rebuild our bookings and backlog, we expect the demand for the Sapphire, Sapphire 1MZ, Sapphire XC and Sapphire XC 1MZ to increase our revenue in the future. We expect Recurring Payment revenue to decrease as we continue to shift our focus to 3D Printer system sales and RPS for printed parts. We expect our Support Service revenue to increase as the number of systems we have in the field increases. As of March 31, 2026 our backlog for firm orders was $30 million for 3D Printer and printed parts. Our focus for revenue has shifted to ensuring customer success, improving system reliability to strengthen our existing customer network, developing new customer networks to increase demand and expanding our RPS for printed parts.
Cost of Revenue
The following table presents the Cost of Revenue disaggregated by product and service type, as well as the percentage of total cost of revenue.
|
|
Three Months Ended March 31, |
|
|
|
|
||||||
|
|
2026 |
|
2025 |
|
Change |
|
% |
||||
|
|
(In thousands, except for percentages) |
||||||||||
Cost of Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
Cost of 3D Printers and parts |
|
$10,225 |
|
89.4% |
|
$7,540 |
|
87.4% |
|
$2,685 |
|
35.6% |
Cost of Recurring Payment |
|
— |
|
— |
|
12 |
|
0.1% |
|
(12) |
|
(100.0)% |
Cost of Support Services |
|
1,210 |
|
10.6% |
|
1,071 |
|
12.4% |
|
139 |
|
13.0% |
Total Cost of Revenue |
|
$11,435 |
|
100.0% |
|
$8,623 |
|
100.0% |
|
$2,812 |
|
32.6% |
Total cost of revenue for the three months ended March 31, 2026 and 2025 was $11.4 million and $8.6 million, respectively, an increase of $2.8 million, or 32.6%.
Cost of 3D Printer and parts was $10.2 million and $7.5 million for the three months ended March 31, 2026 and 2025, respectively. The increase of $2.7 million was due to an increase in the number of system sold, offset by efficiency improvements in costs for overhead and labor for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. We expect the cost to manufacture new systems and to operate the RPS programs in 2026 to improve as a percentage of revenue as a result of overhead and fixed cost reduction efforts implement in late 2025 and increases in production volume leading to economies of scale cost efficiencies.
Cost of Recurring Payment was $0.0 million and less than $0.1 million for the three months ended March 31, 2026 and 2025, respectively.
Cost of Support Services was $1.2 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively. Cost of Support Services increased by $0.1 million, due to higher labor costs to scale the field service engineering support teams.
Cost of revenue as a percentage of revenue was 82.8% and 92.5% for the three months ended March 31, 2026 and 2025, respectively. The decrease in the cost of revenue as a percentage of revenue was primarily driven by an increase in the number of system sold, offset by efficiency improvements in costs for overhead and labor for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.
We may experience increasing component costs from our suppliers due to international tariffs and our current financial situation. We are currently unable to secure credit terms and volume discounts with our suppliers, causing us to pay a premium, in advance, or
39
source from alternate suppliers at unfavorable terms for our products. This has negatively impacted our cost of revenue and will continue to negatively impact our cost of revenue until our financial condition improves and costs associated with tariffs ease.
We continue to focus on reducing our material costs through improved purchasing and inventory planning, accelerating production cycle times and improving efficiencies on the production floor to lower our cost of revenue.
Gross Profit and Gross Margin
Total gross profit was $2.4 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively. As a percentage of revenue, the gross margin was 17.2% and 7.5% for the three months ended March 31, 2026 and 2025, respectively. The increase in gross profit for the three months ended March 31, 2026 was primarily attributable to the an increase in the average selling price, an increase in the number of systems sold, and an increase in RPS revenue as well as efficiencies in improving our overhead and labor costs during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.
Our gross profit and gross margin are influenced by a number of factors, including:
We expect to accelerate production cycle times and further improving efficiencies on the production floor to lower our cost of revenue, which we expect will improve our gross profit and gross margins in the second half of 2026. Due to the aforementioned trends in component costs, our gross profit and gross margin may continue to be negatively impacted until our financial condition improves.
Research and Development Expenses
Research and development expenses were $2.7 million and $2.1 million for the three months ended March 31, 2026 and 2025, respectively, an increase of $0.6 million. The increase in research and development expenses was driven by a $0.8 million increase in headcount, salaries and employee-related expenses, an increase of $0.1 million in stock-based compensation, offset by a decrease of $0.3 million in other costs, primarily driven by a decrease in software costs. Research and development projects in 2026 are focused primarily on projects aligned with increasing the reliability experience for customers.
We expect research and development costs to increase for the remainder of 2026 and beyond due to a refreshed technology roadmap to meet our customers' demand in RPS and to bring and scale parts production with improvements in utilization efficiency and to enhance and advance our portfolio of AM solutions.
Selling and Marketing Expenses
Selling and marketing expenses were $1.7 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively, an increase of $0.6 million. The increase was attributable to an increase of $0.5 million in headcount, salaries and employee-related expenses, a $0.2 million increase in stock-based compensation. and a $0.2 million increase in marketing costs and initiatives spending, offset by $0.3 million in other costs.
We expect selling and marketing expenses to continue to increase for the remainder of 2026 and beyond as we re-ignite sales and marketing efforts by participating in certain markets, such as defense and aerospace, that show interest in additive manufacturing solutions. We expect an increase in selling and marketing expenses for trade show, marketing initiatives and branding expenses.
40
General and Administrative Expenses
General and administrative expenses were $4.9 million and $9.1 million for the three months ended March 31, 2026 and 2025, respectively, a decrease of $4.2 million. The decrease was attributable to a $2.5 million decrease in stock-based compensation, a decrease of $0.8 million in legal, professional fees and general and administrative expenses, decrease of $0.6 million in facilities and other general and administrative expenses, and decrease of $0.3 million in headcount, salaries and employee-related expenses.
We expect general and administrative expenses to increase as we expand our business. However, we also continue to focus on our company-wide initiatives to reduce operating costs in other areas for 2026 as we reduce our general and administrative expenses through reducing our reliance on outside consultants, managing facility costs and negotiating with vendors for improved pricing and enterprise level efficiency improvements. We expect that related general and administrative expenses for advisory, consulting, legal and accounting fees may increase with Company projects related to the expansion in RPS with a new manufacturing facility.
Interest Expense
Interest expense was $0.7 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively. The decrease was due to the reduction of the outstanding balances in the Senior Secured Notes and Convertible Secured Notes.
We expect our interest expense will continue to decrease as a result of our lower outstanding debt balances.
Gain (loss) on Fair Value of Warrants
The gain (loss) on fair value of warrants was $0.0 million and ($1.0) million for the three months ended March 31, 2026 and 2025, respectively. The change was related to the absence of warrant cancelations or revaluations in the first quarter of 2026.
Loss on Warrant Cancellation
Loss on warrant cancellation was $11.4 million for the three months ended March 31, 2025 and related to the loss recognized in conjunction with the February 2025 Warrant Exchange transaction.
Other Income (Expense), Net
Other income (expense), net was income of $0.7 million and expense of less than $0.1 million for the three months ended March 31, 2026 and 2025, respectively, an increase of $.7 million. The increase was primarily driven by non-routine income and higher interest income for the first quarter of 2026.
Income Taxes
Less than $0.1 million of a provision for federal and state income taxes was recorded for both the three months ended March 31, 2026 and 2025 due to projected losses, and we maintained a full valuation allowance on the deferred tax assets as of March 31, 2026 and December 31, 2025.
We will continue to review our conclusions about the appropriate amount of the valuation allowance on a quarterly basis. If we were to generate profits in the remainder of 2026 and beyond, the U.S. valuation allowance position could be reversed in the foreseeable future. We expect a benefit to be recorded in the period the valuation allowance reversal is recorded and a higher effective tax rate in periods following the valuation allowance reversal.
Liquidity and Capital Resources
As of March 31, 2026, we had approximately $16.6 million in cash and cash equivalents on hand and $6.7 million in accounts receivable. Our business requires substantial amounts of cash for operating activities, including salaries and wages paid to our employees, component and sub-assembly purchases, general and administrative expenses, and others.
Our purchase commitments per terms and conditions with suppliers and vendors are cancellable in whole or in part prior to shipment. Non-cancellable purchase commitments (purchase orders) of $24.4 million for parts and assemblies are due upon receipt and will primarily be delivered throughout the remainder of 2026. If inventory is shipped, we will accrue a liability under accrued expenses. We have no other commitments and contingencies, except for the operating leases and the Secured Notes, the January Note, and the February Note. See Note 8, Leases, in the unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report for further discussion.
41
During the three months ended March 31, 2026, we experienced revenue growth over the prior quarter as expected due to our focus on improving the reliability of systems and working on restoring market confidence with our high-value customers with the new executive leadership team. As of March 31, 2026, we do not have sufficient working capital to meet our financial needs for the twelve-month period following the filing date of this Quarterly Report. As such, we believe that there is substantial doubt about our ability to continue as a going concern for the twelve-month period following the issuance of these unaudited condensed consolidated interim financial statements. See Note 1, Description of Business and Basis of Presentation—Going Concern, Financial Condition and Liquidity and Capital Resources, in the unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report.
We will need to engage in additional financings to fund our operations and satisfy our debt obligations in the near-term as well as to respond to business challenges and opportunities, including the need to repay the Secured Notes, provide working capital, continue to fund payroll for employees, improve our operating infrastructure, and continue to sustain operations. Accordingly, subject to our compliance with the covenants in the Secured Notes, to fund our operations, we will need to engage in equity or debt financings to secure additional funds, including seeking additional capital from public or private offerings of our equity or debt securities, electing to repay, restructure or refinance our existing indebtedness, or electing to borrow additional amounts under new credit lines or from other sources. We may also seek to raise additional capital, including from offerings of our equity or debt securities, on an opportunistic basis when we believe there are suitable opportunities for doing so.
On April 27, 2026, the Company entered into an Offering of 3,571,428 shares of the Company’s common stock, par value $0.00001 per share. The Shares were sold at a public offering price per share of $14.00. The gross proceeds from the Offering were approximately $50 million, before deducting underwriting discounts and commissions and other offering expenses of $3 million.
Additionally, our recent and projected financial results, and the related conditions that raise substantial doubt about our ability to continue as a going concern, and general concerns among potential investors and creditors about our financial well-being, may make cost cutting activities and securing additional financing on commercially reasonable terms (if at all) or in an amount sufficient to fund our operations for at least 12 months especially difficult.
More generally, our ability to meet our cash requirements depends on, among other things, our operating performance, competitive and industry developments, and financial market conditions, all of which are significantly affected by business, financial, economic, political, and other factors, many of which we may not be able to control or influence. To the extent that our actual operating results or other developments differ from our expectations, our liquidity will continue to be adversely affected.
Debt Facilities
As of March 31, 2026, our debt arrangements comprised the 2025 Equipment Loan, of which we had approximately $9.2 million aggregate principal amount outstanding as of March 31, 2026.
We do not hedge our exposure to changes in interest rates. A 10% change in interest rates may have a material impact on annualized interest expense.
For more information, see Note 9, Debt, in the notes of the unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report.
Cash Flow Summary
The following table summarizes our cash flows for the three months ended March 31, 2026 and 2025:
|
|
Three Months Ended |
|
|
||
|
|
2026 |
|
2025 |
|
Change |
|
|
(In thousands) |
|
|
||
Net cash used in operating activities |
|
$(17,978) |
|
$(12,349) |
|
$(5,629) |
Net cash used in investing activities |
|
$(940) |
|
$— |
|
$(940) |
Net cash (used in) provided by financing activities |
|
$(3,535) |
|
$15,000 |
|
$(18,535) |
Operating Activities
Net cash used in operating activities for the three months ended March 31, 2026 was $18.0 million, consisting primarily of a net loss of $7.0 million, non-cash loss of $2.7 million described below, and a decrease in net operating assets of $13.7 million.The cash
42
used from net operating assets was comprised of a decrease from contract assets of $2.1 million, a decrease from prepaid expenses and other current assets of $3.9 million, a decrease from accounts payable of $5.5 million, a decrease from accrued expenses and other current liabilities of $1.0 million, a decrease from contract liabilities of $1.5 million, and a decrease from other net operating assets of $1.0 million, offset by an increase from inventories of $0.7 million, and an increase from other assets of $0.6 million. The non-cash loss of $2.7 million primarily consisted of stock-based compensation expense of $1.9 million, and depreciation and amortization of $0.8 million.
Net cash used in operating activities for the three months ended March 31, 2025 was $12.3 million, consisting primarily of a net loss of $25.0 million, non-cash loss of $17.1 million described below, and a decrease in net operating assets of $4.4 million. The cash used from net operating assets was comprised of a decrease from accounts payable of $0.9 million, a decrease from contract liabilities of $2.7 million, a decrease from prepaid expenses of $3.4 million related to insurance and vendor prepayments, a decrease of $0.8 million from accounts receivables and a decrease of $1.0 million related to other net operating assets, offset by an increase inventories of $2.0 million for Sapphire XC, Sapphire 1MZ and Sapphire XC 1MZ system production, an increase from other assets of $1.2 million and an $1.2 million increase from accrued expenses. The noncash loss of $17.1 million primarily consisted of the loss on cancelation of warrants of $11.4 million, stock-based compensation expense of $3.6 million, depreciation and amortization of $1.1 million, and the loss on fair value of warrants of $1.0 million.
We expect our cash used in operating activities to decrease, driven by our efforts to stabilize our working capital requirements through our expense reduction efforts and overall enterprise efficiency improvement programs.
Investing Activities
Net cash used by investing activities during the three months ended March 31, 2026 was $0.9 million, consisting of purchases of property and equipment.
There was no cash provided by investing activities during the three months ended March 31, 2025.
We expect our capital expenditures to increase in 2026 compared to 2025 as we invest in printer capacity and related facilities for the RPS expansion project. Management's expectations for capital expenditures is in the range of $40 million to $50 million.
Financing Activities
Net cash used by financing activities during the three months ended March 31, 2026 was $3.5 million, consisting of $3.0 million principal repayment of the secured notes, and $0.5 million principal repayment of the equipment loans.
Net cash provided by financing activities during the three months ended March 31, 2025 was $15.0 million, consisting of proceeds of $15.0 million from the issuance of the January Note and the February Note.
We expect cash provided by financing activities to increase by issuing new equity or incurring new debt to continue operations, subject to our compliance with the covenants in the equipment loan. Our future cash requirements and the adequacy of available funds will depend on many factors, including our operating performance, competitive and industry developments, and financial market conditions.
Off-Balance Sheet Arrangements
As of March 31, 2026 and December 31, 2025, we did not have any off-balance sheet arrangements, other than described below.
Our purchase commitments per our terms and conditions with our suppliers and vendors are cancellable in whole or in part prior to shipment. Non-cancellable purchase commitments (purchase orders) of $24.4 million for parts and assemblies are due upon receipt and will primarily be delivered in 2026. If inventory is shipped, we will accrue a liability under accrued expenses. See Note 13, Commitments and Contingencies, in the notes to the unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report for further discussion. We have no other commitment and contingencies, except for the operating leases, which represent total undiscounted future minimum lease payments of $15.9 million as of March 31, 2026. See Note 8, Leases, in the notes to the unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report for further discussion.
43
Recent Accounting Pronouncements
For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our unaudited condensed consolidated interim financial statements, see Note 2, Summary of Significant Accounting Policies, in the notes to the unaudited condensed consolidated interim financial statements in this Quarterly Report.
Implications of Being a Smaller Reporting Company
We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited consolidated financial statements.
We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We will remain a smaller reporting company and may take advantage of certain scaled disclosures available to smaller reporting companies until the last day of the fiscal year in which (a) the market value of our voting and nonvoting common stock held by non-affiliates equals or exceeds $250 million measured on the last business day of that year’s second fiscal quarter and (b) our annual revenue equals or exceeds $100 million during the most recently completed fiscal year or our voting and nonvoting common stock held by non-affiliates equals or exceeds $700 million measured on the last business day of that year’s second fiscal quarter.
Critical Accounting Policies and Significant Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated interim financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). We evaluated the development and selection of our critical accounting policies and estimates and believe that the following involve a higher degree of judgment or complexity and are most significant to reporting our results of operations and financial position and are therefore discussed as critical. The following critical accounting policies reflect the significant estimates and judgments used in the preparation of our unaudited condensed consolidated interim financial statements. Actual results could differ materially from those estimates and assumptions, and those differences could be material to our unaudited condensed consolidated interim financial statements. We re-evaluate our estimates on an ongoing basis. For more information, see Note 2, Summary of Significant Accounting Policies, included in the notes to the unaudited condensed consolidated interim financial statements in this Quarterly Report, and Critical Accounting Policies and Significant Estimates in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Our management, with participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of March 31, 2026. Based upon this evaluation our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, our disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.
Material Weaknesses in Internal Control over Financial Reporting
As described in Part II, Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2025, we identified material weaknesses in our internal control over financial reporting. These material weaknesses have not been
44
remediated as of March 31, 2026. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The material weaknesses are as follows:
These IT deficiencies did not result in a misstatement to the consolidated financial statements; however, the deficiencies, when aggregated, could impact maintaining effective segregation of duties, as well as the effectiveness of IT dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) that could result in misstatements potentially impacting all consolidated financial statement accounts and disclosures that would not be prevented or detected. Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness.
Remediation Measures for Material Weaknesses in Internal Control over Financial Reporting
We have begun to take measures to remediate the material weaknesses existing as of December 31, 2025. We have designed and remediated effective controls over the segregation of duties related to journal entries and account reconciliations, and over the accounting and disclosures for debt and equity instructions. We have begun the following: hired additional accounting and IT personnel to bolster our reporting, technical accounting and IT capabilities; provided ongoing training for our personnel on accounting, financial reporting and internal control over financial reporting; engaged a third-party to assist in designing and implementing controls, including controls related to segregation of duties and IT general controls; designing and implementing controls to formalize roles and review responsibilities to align with our team’s skills and experience and designing and implementing controls over segregation of duties; designing and implementing controls over the preparation and review of journal entries and account reconciliations; additionally, we have begun planning for measures to remediate the material weaknesses related to designing and implementing controls over accounting and disclosure for debt and equity instruments, the accounting for the issuance and extinguishment of convertible note arrangements,
45
warrants and common stock; designing and implementing controls over the accounting for inventory and related accounts, the accuracy of inventory, purchases, manufacturing costs, and write-offs and the financial statement presentation of inventory and related accounts; designing and implementing controls over the accounting for contract assets and liabilities, the accuracy and the financial statement presentation and disclosure of contract assets and liabilities; designing and implementing controls over financial statement preparation, presentation and disclosure commensurate with our financial reporting requirements, the appropriate classification and presentation of accounts and disclosures in the consolidated financial statements; and designing and implementing IT general controls, including controls over the review and update of user access rights and privileges and program change management controls.
Management believes adequate progress has been performed toward the effectiveness of our internal control over financial reporting and disclosure controls and procedures. The measures we have on-going are subject to continued testing, ongoing senior management review, as well as audit committee oversight. We will not be able to conclude whether the measures we are taking will fully remediate these material weaknesses in our internal control over financial reporting until we have completed our remediation efforts and subsequent evaluation of their effectiveness. We may also conclude that additional measures may be required to remediate the material weaknesses in our internal control over financial reporting, which may necessitate additional implementation and evaluation time. We will continue to assess the effectiveness of our internal control over financial reporting and take steps to remediate the known material weaknesses expeditiously.
Changes in Internal Control over Financial Reporting
Other than as described above, there were no changes in internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be involved in various disputes and litigation matters that arise in the ordinary course of business. We are currently not a party to any material legal proceedings.
Item 1A. Risk Factors
There are numerous factors that affect our business and results of operations, many of which are beyond our control. Refer to Item 1A in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which contains descriptions of significant risks that have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner. There have been no material changes to risk factors previously disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
46
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On March 4, 2026, the Company issued 394,517 shares of common stock to Arrayed Notes Acquisition Corp., a Delaware corporation controlled by Arun Jeldi, the Chief Executive Officer and a director of the Company, upon conversion of a Senior Secured Convertible Promissory Note dated January 7, 2025, in the principal amount of $5,000,000, together with accrued and unpaid interest thereon, at a conversion price of $16.38 per share, pursuant to the exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
On March 4, 2026, the Company issued 1,145,830 shares of common stock to Thieneman Construction, Inc., in which Kenneth Thieneman (a director on our Board) holds 87.4% interest, upon conversion of a Senior Secured Convertible Promissory Note dated February 10, 2025, in the principal amount of $10,000,000, together with accrued and unpaid interest thereon, at a conversion price of $10.50 per share, pursuant to the exemption from registration under Section 3(a)(9) of the Securities Act.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the three months ended March 31, 2026,
47
Item 6. Exhibits
Exhibit Number |
|
Description |
10.1 |
|
Amendment to Senior Secured Convertible Promissory Note, dated as of March 4, 2026 (January 2025 Note Amendment) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 6, 2026) |
10.2 |
|
Amendment to Senior Secured Convertible Promissory Note, dated as of March 4, 2026 (February 2025 Note Amendment) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 6, 2026) |
10.3*†# |
|
Offer Letter, entered into on April 6, 2026, by and between the Company and James Suva, effective March 5, 2026 |
31.1* |
|
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) |
31.2* |
|
Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) |
32.1** |
|
Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 |
32.2** |
|
Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 |
101.INS |
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** Furnished herewith. This certification is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
† Portions of this exhibit (indicated with markouts) have been redacted in accordance with Item 601(a)(6) of Regulation S-K under the Exchange Act.
# Indicates a management contract or compensatory plan.
48
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 thereunto duly authorized.
|
VELO3D, INC. |
|
|
|
|
Date: May 14, 2026 |
By: |
/s/ James Suva |
|
Name: |
James Suva |
|
Title: |
Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49