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2025-07-25
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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): July 25, 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 |
| N/A |
|
N/A |
|
N/A |
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
3.03 Material Modification of Rights of Security Holders.
As
previously disclosed, at the Annual Meeting of Stockholders held on June 27, 2025 (the “Annual Meeting”), the stockholders
of Velo3D, Inc., a Delaware corporation (the “Company”), approved an amendment to the Company’s Certificate of Incorporation,
as amended (the “Charter”), to effect a reverse stock split of the issued and outstanding shares of the Company’s common
stock, par value $0.00001 per share, at a ratio ranging from 1-for-5 and 1-for-50, with the exact ratio to be set within that range by
the Company’s board of directors (the “Board”). On July 18, 2025, the Board approved the reverse stock split at a ratio
of 1-for-15 (the “Reverse Stock Split”). On July 25, 2025, the Company filed a Certificate of Amendment (the “Certificate
of Amendment”) to the Charter with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective
as of July 28, 2025.
As
a result of the Reverse Stock Split, every 15 shares of common stock will be automatically reclassified and converted into one issued
and outstanding share of common stock. No fractional shares will be issued in connection with the Reverse Stock Split. Any fractional
shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share. In connection with the Reverse Stock Split,
the CUSIP number for the common stock will change to 92259N 302.
On
July 28, 2025, the Company’s common stock will begin trading on the OTCQX on a reverse stock split-adjusted basis under the trading
symbol “VLDXD” for 20 business days following such date, after which the symbol will return to “VLDX”.
As
a result of the Reverse Stock Split, the per share exercise prices of the Company’s outstanding options and warrants will increase
proportionately, and the number of shares of common stock issuable upon the exercise of the Company’s outstanding options and warrants,
or that relate to the Company’s restricted stock units and other equity awards, will decrease proportionately, in each case, based
on the Reverse Stock Split ratio.
The
Company has instructed Continental Stock Transfer and Trust Company (“Continental”) to send a notice to the holders of the
Company’s outstanding: (i) public warrants to purchase up to 8,625,000 shares of common stock issued in the Company’s December
2020 initial public offering (the “Public Warrants”); and (ii) private placement warrants to purchase up to 4,450,000 shares
of common stock issued in connection with the Company’s December 2020 initial public offering (the “Private Placement Warrants”),
in each case, pursuant to that certain Warrant Agreement between JAWS Spitfire Acquisition Corporation and Continental, as warrant agent,
dated December 7, 2020, informing the holders that, as a result of the Reverse Stock Split, each Public Warrant and Private Placement
Warrant will become exercisable for 1/525th of a share of common stock at an exercise price of $6,037.50 per share.
Further,
the Company has sent notices to the holders of the Company’s outstanding: (i) warrant to purchase up to 70,000 shares of common
stock issued to Silicon Valley Bank (the “2022 Private Warrant”); (ii) warrant to purchase up to 1,800,000 shares of common
stock issued to A.G.P./Alliance Global Partners (“AGP”) in connection with the Company’s December 2024 registered direct
offering (the “RDO Placement Agent Warrant”); (iii) warrants to purchase up to 2,707,143 shares of common stock issued in
the Company’s April 2024 reasonable best efforts public offering (the “RBEO Warrants”); and (iv) warrant to purchase
up to 1,714,286 shares of common stock issued to AGP in connection with the Company’s April 2024 reasonable best efforts public
offering (the “RBEO Placement Agent Warrant”), in each case, informing the holders of equivalent corresponding adjustments
to the shares issuable upon the exercise of, and the exercise prices of, such warrants resulting from the Reverse Stock Split.
Copies
of such notices are attached as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.
The
foregoing summary of the terms of the Certificate of Amendment and the Reverse Stock Split does not purport to be complete, and is qualified
in its entirety by reference to the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
disclosures set forth in Item 3.03 of this Current Report on Form 8-K are incorporated into this Item 5.03 by reference.
Item 8.01 Other Events.
On July 25, 2025, the Company issued
a press release announcing the Reverse Stock Split, a copy of which is attached hereto as Exhibit 99.6.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Certificate of Incorporation of Velo3D, Inc. |
| |
|
|
| 99.1 |
|
Form of Notice to Public Warrant and Private Placement Warrant Holders |
| |
|
|
| 99.2 |
|
Form of Notice to 2022 Private Warrant Holder |
| |
|
|
| 99.3 |
|
Form of Notice to RDO Placement Agent Warrant Holder |
| |
|
|
| 99.4 |
|
Form of Notice to RBEO Warrant Holders |
| |
|
|
| 99.5 |
|
Form of Notice to RBEO Placement Agent Warrant Holder |
| |
|
|
| 99.6 |
|
Press Release issued July 25, 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:
July 25, 2025 |
By: |
/s/
Arun Jeldi |
| |
|
Arun
Jeldi |
| |
|
Chief
Executive Officer |
