Velo3D, Inc. SEC Filings

Velo3D, Inc. reported much stronger first-quarter 2026 results, with revenue of $13.8 million, up 48% from $9.3 million a year earlier, and gross margin improving to 17.2% from 7.5%. The GAAP net loss narrowed to $7.0 million (or $0.28 per share) versus $25.0 million ($1.87 per share) in the prior-year quarter, while non-GAAP net loss improved to $5.1 million from $9.0 million.

Adjusted EBITDA loss improved to $(3.6) million from $(6.9) million, and operating expenses fell to $9.3 million from $12.2 million, reflecting tighter cost control. The company ended March 31, 2026 with $16.6 million of cash and cash equivalents, $30 million of backlog, and $12 million in new bookings.

Velo3D highlighted a $9.8 million, five-year IDIQ contract with the Defense Logistics Agency and closed an April 2026 underwritten registered direct equity offering of 3,571,428 shares for approximately $50 million in gross proceeds. Management reiterated full-year 2026 guidance for revenue of $60–$70 million, gross margin above 30% in the second half, non-GAAP adjusted operating expenses of $45–$55 million, capital expenditures of $40–$50 million, and a goal of positive EBITDA in the second half of 2026.

Velo3D, Inc. filed an initial statement of beneficial ownership (Form 3) for Bernard Chung, who serves as Acting Chief Financial Officer. The filing reports no transactions, acquisitions, or dispositions of company securities and shows no current reportable holdings or derivative positions for him at this time.

AWM Investment Company, Inc. filed an Amendment No. 2 to a Schedule 13G/A reporting beneficial ownership of 1,978,009 shares, representing 7.5% of Velo3D, Inc. common stock. The filing states AWM holds sole voting and dispositive power over the shares via four funds it advises, with the amendment signed on 05/04/2026.

Velo3D, Inc. entered into an underwriting agreement with Cantor Fitzgerald for a firm commitment underwritten registered direct offering of 3,571,428 shares of common stock at $14.00 per share. This pricing implies expected gross proceeds of about $50 million before fees and expenses.

All shares are being sold by the company under its effective Form S-3 shelf registration. Cantor will receive underwriting discounts and commissions equal to 6.0% of the gross proceeds. Directors, executive officers and certain stockholders agreed to a 60-day lock-up restricting additional share sales without the underwriter’s consent. The offering is expected to close on or about April 28, 2026, subject to customary conditions, with net proceeds intended for working capital and general corporate purposes.

Velo3D, Inc. is offering 3,571,428 shares of common stock at a public offering price of $14.00 per share in a firm commitment underwritten offering. Gross proceeds are approximately $50,000,000; net proceeds to Velo3D are estimated at approximately $46.2 million after underwriting discounts and commissions and estimated offering expenses. Delivery of the shares is expected on or about April 28, 2026. Shares outstanding were 24,607,630 as of December 31, 2025, and the prospectus states 28,179,058 shares would be outstanding after this offering. The offering is being managed by Cantor Fitzgerald & Co.

Velo3D, Inc. is holding its 2026 annual stockholder meeting virtually on June 10, 2026, asking investors to elect two Class II directors, including new nominee Lily Mei, and reelect Stefan Krause. Stockholders will also vote on ratifying Frank, Rimerman + Co. LLP as auditor, approving executive pay and the frequency of future say‑on‑pay votes, and amending the 2021 Equity Incentive Plan.

The equity plan amendment would add 2,860,000 shares for future awards and raise the incentive stock option limit to 10,000,000 shares, supplementing existing evergreen increases. As of April 15, 2026, Velo3D had 26,216,822 shares outstanding, with directors, officers, and affiliates holding about 53.2% of the voting power.

Velo3D, Inc. is amending an earlier disclosure to clarify the structure of a planned performance-based stock option award for its Chief Executive Officer, Arun Jeldi. The company now states this 2026 Performance Award is a one-time grant intended to replace routine annual equity awards for 2026 through 2029.

The award is expected to equal 3% of the company’s total outstanding common stock on the grant date, carry a ten-year term, and have an exercise price set at fair market value on the grant date. Vesting would be tied to market capitalization milestones achieved within five years: 10% at $1 billion, an additional 20% at $3 billion, 30% at $5 billion, and 40% at $10 billion, subject to Mr. Jeldi’s continued service. The Compensation Committee expects to grant the award shortly after the 2026 annual meeting, but may adjust timing or structure if there are insufficient shares available under the equity incentive plan.

Suva James D reported acquisition or exercise transactions in this Form 4 filing.

Velo3D, Inc. granted its CFO, James D. Suva, 135,000 restricted stock units (RSUs), each representing a right to receive one share of common stock. The RSUs were awarded at a price of $0.00 per unit under the company’s 2021 Equity Incentive Plan.

According to the grant terms, 25% of the RSUs will vest on May 15, 2027, with the remaining units vesting in equal 1/16th installments on each Quarterly Vest Date (February 15, May 15, August 15 and November 15) thereafter. The compensation committee may settle vested RSUs in cash, shares, or a combination.

Velo3D, Inc. filed a shelf registration to offer up to $500,000,000 of securities, including common stock, preferred stock, debt securities, warrants and units to be sold from time to time.

The registration permits multiple distribution methods (underwritten offerings, at-the-market, negotiated or direct sales). The prospectus notes the company’s business of metal additive manufacturing, its Sapphire printer family, production services (RPS), and that its common stock trades on Nasdaq under the symbol VELO (last reported sale $11.88 per share on April 2, 2026).