Velo3D grants registration rights on note shares

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.

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.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How many Velo3D (VELO) shares were issued upon conversion of the Arrayed and Thieneman notes?

Upon conversion on March 4, 2026, Velo3D issued 394,517 common shares to Arrayed Notes Acquisition Corp. and 1,145,830 common shares to Thieneman Construction, Inc., reflecting the conversion of their respective senior secured convertible promissory notes.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/14/2026 - 04:03 PM EDT Learn about SEC filing dates

0001825079false00018250792026-07-132026-07-13

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): July 13, 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 July 13, 2026, Velo3D, Inc. (the "Company") entered into registration rights agreements (each, a "Registration Rights Agreement") with each of Arrayed Notes Acquisition Corp. ("Arrayed") and Thieneman Construction, Inc. ("Thieneman" and, together with Arrayed, the "Holders").

The Company previously issued to Arrayed a Senior Secured Convertible Promissory Note dated January 7, 2025, as amended, in the principal amount of $5,000,000, and to Thieneman a Senior Secured Convertible Promissory Note dated February 10, 2025, as amended, in the principal amount of $10,000,000 (together, the "Notes"). Following the Holders' conversion of the Notes on March 4, 2026, the Company issued 394,517 shares of its common stock to Arrayed and 1,145,830 shares of its common stock to Thieneman (collectively, the "Conversion Shares"). Pursuant to the conversion provisions of the Notes, the Company entered into the Registration Rights Agreements to grant registration rights to the Holders with respect to the Conversion Shares.

Each Registration Rights Agreement provides the applicable Holder with up to two “demand” registrations, subject to a minimum anticipated aggregate offering price of $2,500,000 in the case of Arrayed and $5,000,000 in the case of Thieneman, as well as customary "piggyback" registration rights. Each Registration Rights Agreement also contains customary provisions regarding registration procedures, expense allocation, indemnification, deferral rights and suspension rights.

Arrayed is an affiliate of Arun Jeldi, the Company's Chief Executive Officer and Chairman of the Board. Other than as described herein, the terms of the Arrayed Registration Rights Agreement are substantially identical to those of the Thieneman Registration Rights Agreement.

The foregoing description of the Registration Rights Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of each agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description

10.1 Registration Rights Agreement, dated July 13, 2026, by and between Velo3D, Inc. and Arrayed Notes Acquisition Corp.

10.2 Registration Rights Agreement, dated July 13, 2026, by and between Velo3D, Inc. and Thieneman Construction, Inc.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	July 14, 2026		By:	/s/ James Suva
			Name:	James Suva
			Title:	Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EX-10.1 204.1 KB
• EX-10.2 EX-10.2 202.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 29.2 KB