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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): March 4, 2026
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.
Amendment
of January 2025 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 2025 Note”) to Thieneman Properties, LLC (the “Thieneman Properties”),
an Indiana limited liability company controlled by Kenneth Thieneman, a member of the board of directors of the Company. On August 14,
2025, the Company and Thieneman Properties entered into an Amendment to Senior Secured Convertible Promissory Note, which amended the
January 2025 Note to, among other things, (i) extend the maturity date of the January 2025 Note to February 14, 2027; (ii) reduce the
interest rate of the January 2025 Note to 12% per annum; and (iii) amend the conversion price of the January 2025 Note to $16.38 per
share.
Immediately
prior to the January 2025 Note Amendment described below, Thieneman Properties transferred the January 2025 Note to Arrayed Notes Acquisition
Corp. (“Arrayed”), a Delaware corporation controlled by Arun Jeldi, the Chief Executive Officer and a director of the Company,
pursuant to a Convertible Promissory Note Transfer Agreement between Thieneman Properties (as transferor) and Arrayed (as transferee)
(the “Holder”).
On
March 4, 2026, the Company and Arrayed entered into an Amendment to Senior Secured Convertible Promissory Note (the “January 2025
Note Amendment”), which amended certain provisions of the January 2025 Note to, among other things, provide that, at any time and
from time to time, the Holder has the right, at its option, to convert all or any portion of the outstanding principal amount of the
January 2025 Note, together with accrued and unpaid interest thereon, into shares of the Company’s common stock, par value $0.00001
per share.
Except
as amended by the January 2025 Note Amendment, the January 2025 Note, as previously amended, remains in full force and effect in accordance
with its terms.
Amendment
of February 2025 Senior Secured Convertible Secured Note
As
previously reported, on February 10, 2025, the Company issued a Senior Secured Convertible Promissory Note in the aggregate principal
amount of $10,000,000 (the “February 2025 Note”) to Thieneman Construction, Inc. (“Thieneman Construction”),
an entity controlled by Mr. Thieneman. On August 14, 2025, the Company and Thieneman Construction entered into an Amendment to Senior
Secured Convertible Promissory Note, which amended the February 2025 Note to, among other things, (i) extend the maturity dates for each
tranche of the February 2025 Note to February 14, 2027; (ii) reduce the interest rate of the February 2025 Note to 12% per annum; and
(iii) amend the conversion price of the February 2025 Note to $10.50 per share.
On
March 4, 2026, the Company and Thieneman Construction entered into an Amendment to Senior Secured Convertible Promissory Note (the “February
2025 Note Amendment”), which amended certain provisions of the February 2025 Note to, among other things, provide that, subject
to the existing terms of the February 2025 Note, accrued and unpaid interest thereon, in addition to the outstanding principal amount,
may be convertible into common stock at the holder’s option.
Except
as amended by the February 2025 Note Amendment, the February 2025 Note, as previously amended, remains in full force and effect in accordance
with its terms.
The
foregoing descriptions of the January 2025 Note Amendment and the February 2025 Note Amendment do not purport to be complete and are
qualified in their entirety by the full text of the January 2025 Note Amendment and the February 2025 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
No. |
|
Description |
| 10.1 |
|
Amendment to Senior Secured Convertible Promissory Note, dated as of March 4, 2026 (January 2025 Note Amendment). |
| 10.2 |
|
Amendment to Senior Secured Convertible Promissory Note, dated as of March 4, 2026 (February 2025 Note Amendment). |
| 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: March 6, 2026 |
By: |
/s/
Bernard Chung |
| |
|
Bernard Chung |
| |
|
Acting Chief Financial Officer |
