Velo3D, Inc. Form 8-K Filing

On December 22, 2025, Velo3D, Inc. entered into a securities purchase agreement with certain institutional accredited investors to issue and sell an aggregate of 3,636,363 shares of the Company’s common stock at a purchase price of $8.25 per share. The private placement, which closed on December 23, 2025, raised approximately $30 million in gross proceeds before deducting fees and expenses. The agreement includes resale registration rights for the purchasers, requiring the company to file a resale registration statement with the SEC within 30 days. The company has also agreed not to issue additional equity or file certain registration statements for 90 days after the effective date of the resale registration statement. Directors and executive officers have entered into lock-up agreements, restricting the sale of their shares for 90 days post-closing. The offering was conducted under Section 4(a)(2) of the Securities Act and Regulation D, targeting accredited investors. Lake Street Capital Markets, LLC and Lucid Capital Markets, LLC acted as placement agents, receiving a 6.0% cash fee and reimbursement for expenses.