[8-K] Velo3D, Inc. Reports Material Event

Rhea-AI Filing Summary

Velo3D, Inc. completed an underwritten offering that generated net proceeds of approximately $15.5 million, or about $17.9 million if the underwriter's option to purchase additional shares is fully exercised. The filing states the company intends to apply these funds to working capital, capital expenditures and general corporate purposes. The document is signed by the Chief Financial Officer, Hull Xu, on behalf of the company.

Positive

• Net proceeds of approximately $15.5 million provide additional liquidity for the company
• Upside to proceeds (~$17.9 million) if the underwriter's option to purchase additional shares is fully exercised
• Clear stated uses of proceeds for working capital, capital expenditures and general corporate purposes

Negative

• None.

Insights

Securities Analyst

TL;DR: Velo3D raised ~$15.5M (up to ~$17.9M) in net proceeds to support operations and capital needs.

The company disclosed net proceeds from an equity offering of approximately $15.5 million, increasing to $17.9 million if the representative fully exercises its option to purchase additional shares. Management states these proceeds will fund working capital, capital expenditures and general corporate purposes, which are routine uses of equity proceeds. The disclosure is brief and does not include pricing, share counts, or dilution metrics, so investors cannot assess per-share impact or the exact size of the issuance relative to the company’s capitalization from this filing alone.

Corporate Finance Specialist

TL;DR: The financing provides near-term liquidity but the filing omits issuance details needed to evaluate dilution and runway extension.

The filing confirms net cash inflows of $15.5M (or $17.9M with full option exercise) allocated to operational and capital needs. This is a standard disclosure of proceeds and intended use; however, critical details such as gross offering size, share price, and share count are absent, limiting assessment of its material impact on capitalization and financial runway.

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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

FAQ

What amount did Velo3D (VLD) raise in the offering?

The filing states net proceeds of approximately $15.5 million, or about $17.9 million if the representative's option is fully exercised.

How will Velo3D use the proceeds from the offering?

The company intends to use the net proceeds for working capital, capital expenditures and general corporate purposes.

Who signed the 8-K for Velo3D regarding this offering?

The filing is signed by Hull Xu, Chief Financial Officer of Velo3D, Inc.

Is the increased figure of $17.9 million guaranteed?

No; the higher amount of $17.9 million applies only if the representative exercises its option to purchase additional shares in full, per the filing.

Does the filing disclose share price or number of shares issued?

The filing text provided does not disclose the share price or the number of shares issued.