Velo3D grants registration rights on note shares
Rhea-AI Filing Summary
Velo3D, Inc. entered into Registration Rights Agreements on July 13, 2026 with Arrayed Notes Acquisition Corp. and Thieneman Construction, Inc., covering common shares issued upon conversion of previously issued senior secured convertible promissory notes.
The company had issued a $5,000,000 note to Arrayed and a $10,000,000 note to Thieneman, which were converted on March 4, 2026 into 394,517 and 1,145,830 common shares, respectively. Each holder receives up to two demand registrations, subject to minimum anticipated aggregate offering prices of $2,500,000 for Arrayed and $5,000,000 for Thieneman, plus customary piggyback rights and related procedures, expense allocation, indemnification, deferral and suspension provisions. Arrayed is an affiliate of Arun Jeldi, Velo3D’s Chief Executive Officer and Chairman.
Positive
- None.
Negative
- None.
Filing Explained
The July 13 agreements create a future registration mechanism for shares issued through the March 4 note conversions: each holder can request up to two registrations, but the filing does not disclose another issuance, so this event adds holder registration rights rather than new share dilution.
8-K Event Classification
2 items: 1.01, 9.01
2 items
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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Arrayed note principal: $5,000,000
Thieneman note principal: $10,000,000
Conversion shares to Arrayed: 394,517 shares
+3 more
6 metrics
Arrayed note principal
$5,000,000
Principal of Senior Secured Convertible Promissory Note issued to Arrayed on January 7, 2025
Thieneman note principal
$10,000,000
Principal of Senior Secured Convertible Promissory Note issued to Thieneman on February 10, 2025
Conversion shares to Arrayed
394,517 shares
Common shares issued to Arrayed upon conversion of its note on March 4, 2026
Conversion shares to Thieneman
1,145,830 shares
Common shares issued to Thieneman upon conversion of its note on March 4, 2026
Arrayed demand registration minimum
$2,500,000
Minimum anticipated aggregate offering price per demand registration for Arrayed
Thieneman demand registration minimum
$5,000,000
Minimum anticipated aggregate offering price per demand registration for Thieneman
Key Terms
Registration Rights Agreement, Senior Secured Convertible Promissory Note, demand registrations, piggyback registration rights
4 terms
Registration Rights Agreement regulatory
"entered into registration rights agreements (each, a "Registration Rights Agreement")"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Senior Secured Convertible Promissory Note financial
"issued to Arrayed a Senior Secured Convertible Promissory Note dated January 7, 2025"
A senior secured convertible promissory note is a formal IOU a company issues that is backed by specific assets (secured), given higher priority for repayment than other debts (senior), and can be exchanged for company shares instead of cash (convertible). For investors this means the loan is safer than unsecured debt because it has collateral and repayment priority, but it also carries the potential for dilution if the lender converts the note into equity — like holding a mortgage-backed IOU that can later be swapped for ownership stakes.
demand registrations regulatory
"provides the applicable Holder with up to two “demand” registrations"
piggyback registration rights regulatory
"as well as customary "piggyback" registration rights"
A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.
FAQ
What material agreement did Velo3D (VELO) enter into on July 13, 2026?
Velo3D entered Registration Rights Agreements with Arrayed Notes Acquisition Corp. and Thieneman Construction, Inc., granting them registration rights for common shares issued upon conversion of senior secured convertible notes, including demand and piggyback rights with specified minimum offering sizes.
What registration rights did Arrayed receive from Velo3D (VELO)?
Arrayed received up to two demand registrations for its Velo3D conversion shares, each subject to a minimum anticipated aggregate offering price of $2,500,000, plus customary piggyback registration rights and related procedural, expense-sharing, indemnification, deferral, and suspension provisions.
What registration rights did Thieneman receive from Velo3D (VELO)?
Thieneman received up to two demand registrations for its Velo3D conversion shares, each subject to a minimum anticipated aggregate offering price of $5,000,000, along with customary piggyback registration rights and standard provisions on procedures, expenses, indemnification, deferral, and suspension.
Who is Arrayed Notes Acquisition Corp. in relation to Velo3D (VELO)?
Arrayed Notes Acquisition Corp. is described as an affiliate of Arun Jeldi, who serves as Velo3D’s Chief Executive Officer and Chairman of the Board, and is a holder of a converted senior secured convertible promissory note.
When were the Velo3D (VELO) senior secured convertible notes issued and converted?
Velo3D issued a $5,000,000 note to Arrayed on January 7, 2025 and a $10,000,000 note to Thieneman on February 10, 2025. Both notes were converted into common shares on March 4, 2026, before the July 13, 2026 registration rights agreements.
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