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2025-08-19
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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): August 19, 2025
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, par value $0.00001 |
|
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
August 19, 2025, Velo3D, Inc. (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.
The
offering closed on August 20, 2025. Net proceeds
from the offering were approximately $15.5 million (and will be approximately $17.9 million if the Representative exercises its
option to purchase additional shares of common stock in full) after deducting the underwriting discounts and commissions and other
estimated offering expenses payable by the Company. The Company intends to use the net proceeds of this offering for working capital,
capital expenditures and general corporate purposes.
The
Shares were offered and sold pursuant to a Registration Statement on Form S-1, as amended (File No. 333-289337), which was declared effective
by the U.S. Securities and Exchange Commission (the “SEC”) on August 18, 2025, and a Rule 462(b) Registration Statement on
Form S-1MEF (File No. 333-289706) filed on August 19, 2025 (collectively, the “Registration Statement”). A final prospectus
relating to the offering was filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”),
with the SEC on August 20, 2025. The offering was made only by means of a prospectus forming part of the Registration Statement.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act, other obligations
of the parties and termination provisions. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on
Form 8-K and is incorporated herein by reference, and the description of the Underwriting Agreement herein is qualified in its entirety
by reference to such exhibit.
Item
8.01 Other Events.
On
August 19, 2025, the Company issued a press release announcing the pricing of the public offering. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement, dated as of August 19, 2025, between the Company and Lake Street Capital Markets, LLC, as representative of the several underwriters named therein |
| |
|
|
| 99.1 |
|
Press Release, dated August 19, 2025 |
| |
|
|
| 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:
August 20, 2025 |
By: |
/s/
Hull Xu |
| |
|
Hull
Xu |
| |
|
Chief
Financial Officer |
