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Velo3D (VELO) sets up $100M ATM stock facility and ends prior deal

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Velo3D, Inc. entered into a new sales agreement with Needham & Company, Cantor Fitzgerald and Craig-Hallum that allows it to issue and sell shares of common stock in at-the-market offerings with an aggregate offering price of up to $100,000,000. Any shares sold will be issued under the company’s effective Form S-3 shelf registration and related prospectus supplement. Velo3D currently plans to use any net proceeds for working capital and general corporate purposes and will pay the sales agents a 3.0% commission on gross proceeds.

In connection with this new arrangement, Velo3D terminated its prior sales agreement with Needham dated February 6, 2023, with no termination penalties.

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Insights

Velo3D establishes a new $100M ATM equity program and retires its prior arrangement.

Velo3D has put in place an at-the-market equity issuance program of up to $100,000,000 under its Form S-3 shelf, using Needham, Cantor Fitzgerald and Craig-Hallum as sales agents. At-the-market offerings let the company issue small tranches of stock over time at prevailing market prices.

The commission is set at 3.0% of aggregate gross proceeds, plus reimbursed expenses, which is typical for this type of facility. The filing notes no obligation to sell any shares and no assurance that sales will occur, so actual impact depends on whether and when management chooses to access this capacity.

Velo3D also terminated its earlier sales agreement with Needham from February 6, 2023 without penalties, consolidating its ATM arrangements into the new multi-agent structure. Subsequent disclosures will show if and how much of the $100,000,000 capacity is utilized.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM program size $100,000,000 aggregate offering price Maximum common stock sales under new at-the-market program
Sales agent commission 3.0% of aggregate gross proceeds Commission rate payable on ATM share sales
Shelf registration number Form S-3 No. 333-294876 Registration statement for issuing ATM shares
Shelf effective date April 8, 2026 Effective date of Form S-3 registration statement
Prospectus supplement filing date May 15, 2026 Date of Rule 424(b) prospectus supplement
Prior agreement date February 6, 2023 Date of terminated prior sales agreement with Needham
at the market offerings financial
"Sales of Shares, if any, under the Sales Agreement may be made in any transactions permitted by law that are deemed to be “at the market offerings” as defined in Rule 415"
At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.
shelf registration statement regulatory
"issued pursuant to the Company’s effective shelf registration statement on Form S-3 (No. 333-294876)"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"as supplemented by a prospectus supplement filed with the SEC on May 15, 2026 pursuant to Rule 424(b)"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
material definitive agreement regulatory
"Item 1.01 Entry Into A Material Definitive Agreement"
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
false 0001825079 0001825079 2026-05-15 2026-05-15 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 15, 2026

 

Velo3D, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-39757   98-1556965

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

2710 Lakeview Court,    
Fremont, California   94538
(Address of principal executive offices)   (Zip Code)

 

(408) 610-3915

Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, $0.00001 par value per share   VELO   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 1.01 Entry Into A Material Definitive Agreement

 

On May 15, 2026, Velo3D, Inc. (the “Company”) entered into a sales agreement (the “Sales Agreement”) with Needham & Company, LLC, Cantor Fitzgerald & Co. and Craig-Hallum Capital Group, LLC (each, a “Sales Agent,” and collectively, the “Sales Agents”), acting as sales agents and/or principals. Pursuant to the terms of the Sales Agreement, the Company may sell from time to time to or through any Sales Agent shares of the Company’s common stock, par value $0.00001 per share (the “Shares”), having an aggregate offering price of up to $100,000,000 (the “Offering”).

 

Any Shares offered and sold in the Offering will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (No. 333-294876) (the “Registration Statement”), which was initially filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2026, and declared effective on April 8, 2026, including the base prospectus contained in the Registration Statement, as supplemented by a prospectus supplement filed with the SEC on May 15, 2026 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Company currently intends to use the net proceeds from the Offering, if any, for working capital and general corporate purposes.

 

Sales of Shares, if any, under the Sales Agreement may be made in any transactions permitted by law that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act. The Sales Agents will use commercially reasonable efforts to sell the Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose).

 

The Sales Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Sales Agents, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. Under the terms of the Sales Agreement, the Company will pay the Sales Agents a commission equal to 3.0% of the aggregate gross proceeds from the Offering. The Company will also reimburse the Sales Agents for certain expenses incurred in connection with the Sales Agreement.

 

The Company is not obligated to make any sales of Shares under the Sales Agreement. No assurance can be given that the Company will sell any Shares under the Sales Agreement, or, if it does, as to the price or amount of Shares that it sells or the dates when such sales will take place. The offering of Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement and (ii) the termination of the Sales Agreement in accordance with its terms.

 

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such document. A copy of the Sales Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

A copy of the opinion of Troutman Pepper Locke LLP relating to the validity of the Shares to be issued in the Offering is filed herewith as Exhibit 5.1.

 

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares, nor shall there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The provisions of the Sales Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Sales Agreement and are not intended as a document for investors and the public to obtain factual information about the Company’s current state of affairs. Rather, investors and the public should look to other disclosures contained in the Company’s public filings with the SEC.

 

Item 1.02 Termination of a Material Definitive Agreement

 

In connection with the Company’s entry into the Sales Agreement described in Item 1.01 of this Current Report on Form 8 K, on May 15, 2026, the Company delivered a notice to Needham terminating the sales agreement, dated as of February 6, 2023, by and between the Company and Needham (the “Prior Sales Agreement”), which termination was effective on the date thereof. The Company is not subject to any termination penalties related to the termination of the Prior Sales Agreement. A copy of the Prior Sales Agreement was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2023.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit   Description
5.1   Opinion of Troutman Pepper Locke LLP
10.1   Sales Agreement, dated as of May 15, 2026, by and among Velo3D, Inc. and Needham & Company, LLC, Cantor Fitzgerald & Co. and Craig-Hallum Capital Group, LLC
23.1   Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1)
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Velo3D, Inc.
     
Date: May 15, 2026 By: /s/ James Suva
    James Suva
    Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What equity offering did Velo3D (VELO) authorize in the new agreement?

Velo3D authorized an at-the-market equity program allowing sales of common stock with an aggregate offering price of up to $100,000,000. Shares will be issued under its effective Form S-3 shelf registration and related prospectus supplement filed with the SEC.

Who are the sales agents in Velo3D (VELO)’s new at-the-market program?

The sales agents are Needham & Company, LLC, Cantor Fitzgerald & Co. and Craig-Hallum Capital Group, LLC. They may act as sales agents or principals when executing at-the-market transactions for Velo3D’s common stock.

How much commission will Velo3D (VELO) pay on at-the-market sales?

Velo3D will pay the sales agents a commission equal to 3.0% of the aggregate gross proceeds from any at-the-market share sales. The company will also reimburse certain expenses incurred in connection with the sales agreement.

What does Velo3D (VELO) plan to do with net proceeds from the offering?

Velo3D currently intends to use any net proceeds from at-the-market share sales for working capital and general corporate purposes. Actual proceeds will depend on whether shares are sold, at what prices, and in what amounts over time.

Did Velo3D (VELO) terminate any prior sales agreement?

Yes. On May 15, 2026, Velo3D delivered notice terminating its prior sales agreement with Needham dated February 6, 2023. The company is not subject to any termination penalties in connection with ending that earlier arrangement.

Under which SEC registration is Velo3D (VELO)’s new offering being made?

The at-the-market offering will be made under Velo3D’s effective shelf registration statement on Form S-3 (No. 333-294876), initially filed April 3, 2026 and declared effective April 8, 2026, together with a prospectus supplement filed May 15, 2026.

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