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2025-06-27
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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): June 27, 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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 1, 2025, Velo3D, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Certificate
of Incorporation, as amended (the “Certificate of Incorporation”), with the Secretary of State of the State of Delaware to
remove Section 1 of Article VIII of the Certificate of Incorporation, which prohibited stockholder action by written consent without
a stockholder meeting. The Amendment became effective on July 1, 2025.
As
more fully described herein, the Company’s stockholders approved the Amendment at the Annual Meeting of Stockholders held on June
27, 2025 (the “Annual Meeting”). As a result of the Amendment, stockholders will be permitted to act by written consent to
the extent permitted under the General Corporation Law of the State of Delaware.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment.
A copy of the Amendment is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders.
At
the Annual Meeting, the stockholders of the Company voted on four proposals, each of which is described in more detail in the Company’s
Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2025,
as supplemented by the supplement to the Proxy Statement filed with the SEC on June 16, 2025. There were 200,729,097 shares of the Company’s
common stock, par value $0.00001 per share (“Common Stock”), present at the Annual Meeting, online or by proxy, which constituted
a quorum for the transaction of business.
At
the Annual Meeting, the Company’s stockholders voted on the following proposals:
| 1. |
To
elect two Class I directors of the Company, each to serve a three-year term expiring at the 2028 Annual Meeting of Stockholders and
until such director’s successor is duly elected and qualified; |
| |
|
| 2. |
To
ratify the appointment of Frank, Rimerman +Co. LLP as the Company’s independent registered public accounting firm for the year
ending December 31, 2025; |
| |
|
| 3. |
To
approve an amendment to the Company’s certificate of incorporation, as amended, to effect a reverse stock split of Common Stock
at a ratio, ranging from one-for-five (1:5) to one-for-fifty (1:50), with the exact ratio to be set within that range at the discretion
of the Board of Directors (the “Board”) without further approval or authorization of the Company’s stockholders;
and |
| |
|
| 4. |
To
approve an amendment to the Company’s certificate of incorporation, as amended, to allow stockholders to act by written consent. |
The
final results for each of these proposals are as follows:
Proposal
1: Election of Directors.
| Nominee |
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
| Adrian
Keppler |
|
192,982,263 |
|
146,343 |
|
7,600,491 |
| Jason
Lloyd |
|
193,034,548 |
|
94,058 |
|
7,600,491 |
As
a result, the stockholders elected each of Adrian Keppler and Jason Lloyd as Class I directors to serve until the 2028 Annual Meeting
of Stockholders and until such director’s successor is duly elected and qualified.
Proposal
2: Ratification of Appointment of Independent Registered Public Accounting Firm.
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 200,188,533 |
|
58,515 |
|
482,049 |
As
a result, the stockholders ratified the appointment of Frank, Rimerman + Co. LLP as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2025. There were no broker non-votes on this matter.
Proposal
3: Approval of the Certificate of Amendment to Effect a Reverse Stock Split of the Common Stock.
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 193,529,676 |
|
6,242,373 |
|
957,048 |
As
a result, the stockholders approved the amendment to the Company’s certificate of incorporation, as amended, to effect a reverse
stock split of the Company’s Common Stock at a ratio, ranging from one-for-five (1:5) to one-for-fifty (1:50), with the exact ratio
to be set within that range at the discretion of the Board without further approval or authorization of the Company’s stockholders.
Proposal
4: Approval of the amendment to the Company’s certificate of incorporation, as amended, to allow stockholders to act by written
consent.
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 191,459,746 |
|
320,822 |
|
1,348,038 |
|
7,600,491 |
As
a result, the stockholders approved the amendment to the Company’s certificate of incorporation, as amended, to allow stockholders
to act by written consent.
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. |
| 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 2, 2025 |
By: |
/s/
Arun Jeldi |
| |
|
Arun
Jeldi |
| |
|
Chief
Executive Officer |
