Velo3D (NASDAQ: VELO) prices $50M underwritten registered direct stock sale
Rhea-AI Filing Summary
Velo3D, Inc. entered into an underwriting agreement with Cantor Fitzgerald for a firm commitment underwritten registered direct offering of 3,571,428 shares of common stock at $14.00 per share. This pricing implies expected gross proceeds of about $50 million before fees and expenses.
All shares are being sold by the company under its effective Form S-3 shelf registration. Cantor will receive underwriting discounts and commissions equal to 6.0% of the gross proceeds. Directors, executive officers and certain stockholders agreed to a 60-day lock-up restricting additional share sales without the underwriter’s consent. The offering is expected to close on or about April 28, 2026, subject to customary conditions, with net proceeds intended for working capital and general corporate purposes.
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Insights
Velo3D is raising $50M in primary equity at a fixed price, bringing in cash but adding share dilution.
Velo3D arranged a firm commitment underwritten registered direct offering of 3,571,428 common shares at $14.00 per share for expected gross proceeds of about $50 million. All shares are newly issued by the company under an effective Form S-3 shelf registration.
Cantor Fitzgerald earns an underwriting fee of 6.0% of gross proceeds, a typical level for this type of deal. Company insiders and certain stockholders accepted a 60‑day lock-up, limiting near-term additional sales and supporting trading stability around the offering window.
The company plans to use net proceeds for working capital and general corporate purposes, which can strengthen liquidity but also increases the common share count. The actual impact on existing holders depends on the company’s subsequent execution and how effectively it deploys the new capital.
8-K Event Classification
Key Figures
Key Terms
firm commitment underwritten registered direct offering financial
shelf registration statement regulatory
underwriting discounts and commissions financial
lock-up financial
forward-looking statements regulatory
prospectus supplement regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry Into A Material Definitive Agreement
On April 27, 2026, Velo3D, Inc. (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 3,571,428 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share. The Shares will be sold at a public offering price per share of $14.00. The gross proceeds from the Offering are expected to be approximately $50 million, before deducting underwriting discounts and commissions and other offering expenses. The Offering is expected to close on or about April 28, 2026, subject to the satisfaction of customary closing conditions.
The Shares in the Offering are being offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 (No. 333-294876), which was initially filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2026, and declared effective on April 8, 2026 (the “Registration Statement”), the base prospectus contained in the Registration Statement, as supplemented by a final prospectus supplement (the “Prospectus Supplement”) filed with the SEC on April 27, 2026 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
The Underwriting Agreement contains customary representations, warranties and agreements of the Company, and customary conditions to closing, obligations of the parties and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Underwriters may be required to make because of such liabilities. In addition, the Company, the Company’s directors and executive officers, and certain stockholders also agreed not to sell or transfer any common stock without first obtaining the written consent of the Underwriter, subject to certain exceptions as described in the Prospectus Supplement, for 60 days after the date of the Underwriting Agreement. Pursuant to the Underwriting Agreement, the Underwriter will receive underwriting discounts and commissions of 6.0% of the gross proceeds received from the sale of the Shares in the Offering.
A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Troutman Pepper Locke LLP relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit 5.1.
Item 7.01 Regulation FD Disclosure.
On April 27, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 1.1 | Underwriting Agreement, dated as of April 27, 2026, by and between Velo3D, Inc. and Cantor Fitzgerald & Co. | |
| 5.1 | Opinion of Troutman Pepper Locke LLP | |
| 23.1 | Consent of Troutman Pepper Locke LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release dated April 27, 2026 | |
| 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: April 27, 2026 | By: | /s/ James Suva |
| James Suva | ||
| Chief Financial Officer | ||
Exhibit 99.1
For Immediate Release
Velo3D, Inc. Announces Pricing of $50 Million Underwritten Registered Direct Offering of Common Stock
FREMONT, Calif., April 27, 2026 /PRNewswire/ -- Velo3D, Inc. (“Velo” or the “Company”), an industry leading metal additive manufacturing company, today announced the pricing of a firm commitment underwritten registered direct offering of 3,571,428 shares of its common stock at a price of $14.00 per share (the “Offering”), before deducting underwriting discounts and commissions and offering expenses, for gross proceeds of approximately $50 million. All of the shares of common stock to be sold in the Offering will be sold by the Company.
Cantor is acting as the sole book-running manager for the Offering.
The Offering is expected to close on or about April 28, 2026, subject to customary closing conditions. The Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
The securities described above are being offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-294876), including a base prospectus, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 3, 2026, and declared effective by the SEC on April 8, 2026. A prospectus supplement describing the terms of the Offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Copies of the prospectus supplement and the accompanying base prospectus, when available, may be obtained from Cantor Fitzgerald & Co., at Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York 10022, or by email at prospectus@cantor.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
About Velo3D
Velo3D is a metal 3D printing technology company that enables customers to build mission-critical metal parts. The fully integrated solution includes the Flow print preparation software, the Sapphire® family of printers, and the Assure quality control system—all of which are powered by Velo3D’s Intelligent Fusion® manufacturing process.
Forward-looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding the closing of the Offering, the anticipated use of proceeds from the Offering and other statements identified by words such as “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”, “should”, “believes”, “predicts”, “potential”, “continue”, and similar expressions. These statements involve risks and uncertainties that could cause actual results to differ materially, including those described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC. The Company cautions readers not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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