Velo3D, Inc. 8-K

What Happened
Velo3D, Inc. announced and closed a private placement under a Securities Purchase Agreement entered Dec 22, 2025, and consummated Dec 23, 2025. The company issued 3,636,363 shares of common stock at $8.25 per share for aggregate gross proceeds of approximately $30.0 million. The transaction was sold to institutional accredited investors under Regulation D/Section 4(a)(2).

Key Details

• Shares issued: 3,636,363 common shares at $8.25 per share; gross proceeds ≈ $30.0 million.
• Closing dates: Purchase Agreement December 22, 2025; private placement closed December 23, 2025.
• Placement agents & fees: Lake Street Capital Markets, LLC and Lucid Capital Markets, LLC acted as placement agents; cash fee of 6.0% of gross proceeds plus $64,000 reimbursed for expenses.
• Registration and lock-up terms: purchasers have resale registration rights; Velo3D must file a resale registration statement within 30 days of closing (30–60 days to effectiveness if SEC reviews). Company agreed to certain 90‑day restrictions (on issuing additional shares, Variable Rate Transactions, and insider sales) following effectiveness; directors and executive officers entered 90‑day lock-ups.

Why It Matters
This private placement provides Velo3D with immediate capital (≈$30M) to fund operations, growth, or reduce cash needs, but it also increases the share count and can dilute existing shareholders. The purchasers’ registration rights mean the new shares could be registered for resale relatively soon, potentially increasing market supply. The 90‑day insider lock-ups limit insider selling short term, which can reduce immediate selling pressure. Placement agent fees and expenses modestly reduce net proceeds.