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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 14, 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
1.01 Entry into a Material Definitive Agreement.
Amendment
of January Senior Secured Convertible Secured Note
As
previously reported, on January 7, 2025, Velo3D, Inc. (the “Company”) issued a Senior Secured Convertible Promissory
Note in the principal amount of $5,000,000 (the “January Note”) to Thieneman Properties, LLC (the “Holder”),
an Indiana limited liability company controlled by Kenneth Thieneman, a member of the board of directors of the Company. Prior
to the amendments described below, the January Note: (i) accrued interest at a rate of 60.0% per annum; (ii) was payable
in full on April 7, 2025 in the amount of $5,750,000 and if not paid on or prior to such date, would continue to accrue interest at the
same rate until paid; and (iii) was convertible upon the Company’s successful listing of its shares of common stock,
par value $0.00001 per share, on a national securities exchange (as defined in Rule 153(c) under the Securities Act of 1933, as amended
(the “Securities Act”)) or upon and during the continuation of an Event of Default (as defined in the January Note),
into shares of common stock at a fixed conversion price of $23.40 per share (as adjusted for the reverse stock split effected by the
Company on July 28, 2025). On April 7, 2025, the Company made a payment of $750,000 to the Holder, covering the first three months
of interest on the January Note.
On
August 14, 2025, the Company and the Holder entered into an Amendment to Senior Secured Convertible Promissory Note (the “January
Note Amendment”), which amended certain provisions of the January Note to, among other things: (i) extend the maturity
date under the January Note to February 14, 2027; (ii) reduce the interest rate under the January Note to 12% per annum; and (ii)
reduce the conversion price of the January Note to $16.38 per share.
Amendment
of February Senior Secured Convertible Secured Note
As
previously reported, on
February 10, 2025, the Company issued an additional Senior Secured Convertible Promissory Note in the aggregate
principal amount of $10,000,000 (the “February Note”)
to the Holder, which was funded
in two tranches of $5,000,000 on February 10, 2025 and March 20, 2025, respectively. Prior to the
amendments described below, each tranche of the February Note: (i) accrued interest at a rate of 30% per annum; (ii) were payable in
full six months from the date each tranche was funded and if not paid on or prior to such date, would continue to accrue interest at the same rate until paid; and
(iii) was convertible upon the Company’s successful listing of its shares
of common stock on a national securities exchange (as defined in Rule 153(c) under the Securities Act) or upon
and during the continuation of an Event of Default (as defined
in the February Note), into shares of common stock at a fixed conversion price of $15.00 per share (as adjusted for the reverse stock
split effected by the Company on July 28, 2025).
On
August 14, 2025, the Company and the Holder entered into an Amendment to Senior Secured Convertible Promissory Note (the “February
Note Amendment”) which, amended certain provisions of the February Note, to, among other things: (i) extend the maturity
dates for each tranche to February 14, 2027; (ii) reduce the interest rate under the February Note to 12% per annum; and (ii)
reduce the fixed conversion price to $10.50 per share.
The
foregoing descriptions of the January Note Amendment and the February Note Amendment do not purport to be complete and are qualified
in their entirety by the full text of the January Note Amendment and the February Note Amendment, copies of which are filed as
Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
January Note Amendment, dated as of August 14, 2025 |
| |
|
|
| 10.2 |
|
February Note Amendment, dated as of August 14, 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 18, 2025 |
By: |
/s/
Hull Xu |
| |
|
Hull Xu |
| |
|
Chief Financial Officer |
