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 1419, 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

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~~On August 19, 2025, Velo3D, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as representative of ~~January~~the ~~Senior~~several ~~Secured~~underwriters ~~Convertible~~named ~~Secured~~therein ~~Note~~(the “Representative”), relating to the public offering of 5,833,333 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share, at a purchase price per share of $3.00 (the “Offering Price”). Pursuant to the Underwriting Agreement, the Company also granted the Representative a 30-day option to purchase up to an additional 875,000 shares of common stock at the Offering Price, less any underwriting discounts and commissions.

AsThe ~~previously~~offering ~~reported,~~closed on ~~January~~August 720, 2025~~, Velo3D, Inc~~. ~~(the~~Net ~~“Company”) issued a Senior Secured Convertible Promissory~~proceeds ~~Note~~from in the ~~principal~~offering ~~amount~~were ofapproximately $15.5~~,000,000~~ ~~(the~~million ~~“January Note”) to Thieneman Properties, LLC~~ (~~the~~and ~~“Holder”), an~~will ~~Indiana~~be ~~limited~~approximately ~~liability company controlled by Kenneth Thieneman, a member of the board of directors of the Company~~$17.9 ~~Prior to~~million ~~the~~if ~~amendments described below,~~ the ~~January~~Representative ~~Note:~~exercises ~~(i) accrued interest at a rate of 60.0% per annum; (ii) was payable~~its inoption ~~full on April 7, 2025 in the amount of $5,750,000 and if not paid on or prior~~ to ~~such~~purchase ~~date,~~additional ~~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~~full) ~~under~~after ~~the~~deducting ~~Securities Act of 1933, as amended (~~the ~~“Securities~~underwriting ~~Act”))~~discounts orand ~~upon~~commissions and ~~during the continuation of an Event of Default (as defined in the January Note),~~other ~~into~~estimated ~~shares~~offering ofexpenses ~~common~~payable ~~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)~~Company. OnThe ~~April~~Company 7,intends ~~2025,~~to use the ~~Company~~net ~~made~~proceeds ~~a payment~~ of ~~$750,000~~this tooffering ~~the~~for ~~Holder,~~working ~~covering the first three months~~capital, ofcapital ~~interest~~expenditures onand ~~the~~general ~~January~~corporate ~~Note~~purposes.

OnThe ~~August~~Shares ~~14,~~were ~~2025,~~offered ~~the Company~~ and ~~the~~sold ~~Holder~~pursuant ~~entered~~to ~~into~~a anRegistration ~~Amendment~~Statement toon ~~Senior~~Form ~~Secured~~S-1, ~~Convertible~~as ~~Promissory~~amended ~~Note~~ (~~the~~File ~~“January Note~~No. ~~Amendment”~~333-289337), which ~~amended~~was ~~certain~~declared ~~provisions~~effective by ofthe U.S. Securities and Exchange Commission (the ~~January~~“SEC”) ~~Note~~on toAugust 18, ~~among~~2025, ~~other~~and ~~things:~~a Rule 462(ib) ~~extend~~Registration ~~the~~Statement ~~maturity~~on ~~date~~Form ~~under~~S-1MEF ~~the~~(File ~~January~~No. ~~Note~~333-289706) tofiled ~~February~~on 14August 19, ~~2027;~~2025 (iicollectively, the “Registration Statement”). ~~reduce~~A final prospectus relating to the ~~interest~~offering ~~rate~~was filed pursuant to Rule 424(b) under the ~~January~~Securities ~~Note~~Act toof ~~12%~~1933, ~~per~~as ~~annum;~~amended ~~and~~ (iithe “Securities Act”), ~~reduce~~with the ~~conversion~~SEC ~~price~~on August 20, 2025. The offering was made only by means of ~~the~~a ~~January~~prospectus ~~Note~~forming topart ~~$16.38~~of ~~per~~the Registration ~~share~~Statement.

~~Amendment~~The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of ~~February~~the ~~Senior~~Company ~~Secured~~and ~~Convertible~~the ~~Secured~~underwriters, ~~Note~~including for liabilities under the Securities Act, other obligations of the parties and termination provisions. A copy of the Underwriting Agreement is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the description of the Underwriting Agreement herein is qualified in its entirety by reference to such exhibit.

AsItem 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, respectively8.01 ~~Prior~~Other 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 $15Events.~~00 per share (as adjusted for the reverse stock split effected by the Company on July 28, 2025).~~

On August 1419, 2025, the Company ~~and~~issued ~~the~~a ~~Holder~~press ~~entered~~release ~~into~~announcing anthe ~~Amendment~~pricing toof ~~Senior Secured Convertible Promissory Note (~~the ~~“February Note~~public ~~Amendment”)~~offering. ~~which,~~A ~~amended~~copy ~~certain provisions~~ of the ~~February~~press ~~Note,~~release ~~to,~~is ~~among other things: (i) extend the maturity~~attached ~~dates~~hereto ~~for~~as ~~each~~Exhibit ~~tranche~~99.1 ~~to February 14, 2027; (ii) reduce the interest rate under the February Note to 12% per annum;~~ and ~~(ii) reduce~~is ~~the~~incorporated ~~fixed~~herein ~~conversion~~by ~~price to $10~~reference.~~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
1.1		Underwriting Agreement, dated as of August 19, 2025, between the Company and Lake Street Capital Markets, LLC, as representative of the several underwriters named therein
10.2		February Note Amendment, dated as of August 14, 2025
99.1		Press Release, dated August 19, 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
Date: August 20, 2025	By:	/s/ Hull Xu
		Hull Xu
		Chief Financial Officer

Filing Compare · Velo3D, Inc.