Velo3D, Inc. 8-K

What Happened

• Velo3D, Inc. announced on July 14, 2026 (form filed) that on July 13, 2026 it entered into registration rights agreements with Arrayed Notes Acquisition Corp. (“Arrayed”) and Thieneman Construction, Inc. (“Thieneman”). These agreements cover shares issued when the holders converted earlier senior secured convertible promissory notes. The conversions occurred March 4, 2026, resulting in 394,517 shares issued to Arrayed and 1,145,830 shares issued to Thieneman.

Key Details

• Notes and conversions:
  • Arrayed held a Senior Secured Convertible Promissory Note dated January 7, 2025 (original principal $5,000,000).
  • Thieneman held a Senior Secured Convertible Promissory Note dated February 10, 2025 (original principal $10,000,000).
  • Conversion date: March 4, 2026; Conversion Shares: 394,517 (Arrayed) and 1,145,830 (Thieneman).
• Registration rights granted:
  • Each holder receives up to two “demand” registrations (subject to minimum anticipated offering sizes of $2,500,000 for Arrayed and $5,000,000 for Thieneman).
  • Each agreement also includes customary “piggyback” registration rights, and standard provisions on registration procedures, expenses, indemnification, deferral and suspension rights.
• Related party note:
  • Arrayed is an affiliate of Arun Jeldi, Velo3D’s CEO and Chairman of the Board.

Why It Matters

• These agreements give the former note holders contractual rights to require Velo3D to register the converted shares for public resale (demand registrations) or to include them in other registrations (piggyback), which affects the timing and mechanics for those holders to sell their shares.
• The filings document formal, contractual resale pathways for the conversion shares and disclose a related-party connection (Arrayed and the CEO), both items investors commonly track for liquidity and governance transparency.