Velo3D Announces $18 Million Registered Direct Offering

Velo3D has entered into securities purchase agreements with an existing lender of the company and new institutional investors for the purchase and sale of 36 million shares of common stock and warrants to purchase up to an aggregate of 36 million shares of common stock at an offering price of $0.50 per share and accompanying warrant. The warrants are immediately exercisable at an exercise price of $0.565 per share, and expire 5 years after the date of issuance. 

Gross proceeds to the company are expected to be approximately $18 million, before deducting placement agent fees and other estimated offering expenses. The company intends to use the net proceeds from the offering for working capital, capital expenditures and general corporate purposes. 

The closing of the offering is expected to occur on or about December 29, 2023, subject to the satisfaction of customary closing conditions. A.G.P./Alliance Global Partners is acting as sole placement agent for the offering.

The securities described above are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-268346), originally filed with the Securities and Exchange Commission (SEC) on November 14, 2022, which was declared effective by the SEC on November 21, 2022. The offering is being made only by means of a written prospectus and accompanying prospectus supplement, forming a part of the effective registration statement. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website . Copies of the final prospectus supplement and the accompanying prospectus may also be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, by telephone at (212) 624-2060, or by email.

The company also has entered into a note amendment to the Secured Notes with the note holders, pursuant to which (A) the Company will make a cash payment to the note holders of $25.0 million to repay approximately $20.8 million of aggregate principal amount of the Secured Notes, together with accrued and unpaid interest (the “Cash Payment”), and (B) effective as of the completion of the Cash Payment, the Secured Notes will be amended to, among other things, (i) remove the requirement to redeem an aggregate of $8,750,000 of principal amount of Secured Notes for a repayment price of $10,500,000, plus accrued and unpaid interest, on January 1, 2024, and (ii) remove the requirement to maintain a minimum of $35.0 million of unrestricted cash and cash equivalents. The Company expects to make the Cash Payment on or about December 29, 2023. 

Sources: Press materials received from the company and additional information gleaned from the company’s website.