### 424B5 - 424B5
424B5
1
form424b5.htm
424B5
Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-294876
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated April 8, 2026)
Velo3D,
Inc.
Up
to $100,000,000 Shares of Common Stock
We
have entered into a Sales Agreement (the “sales agreement”) with Needham & Company, LLC (“Needham”), Cantor
Fitzgerald & Co. (“Cantor”) and Craig Hallum Capital Group LLC (“Craig-Hallum”) relating to shares of our
common stock, par value $0.00001 per share, offered by this prospectus supplement and the accompanying prospectus. Needham, Cantor and
Craig-Hallum are each referred to as an Agent and, collectively, as the Agents. In accordance with the terms of the sales agreement,
from time to time we may offer and sell shares of our common stock having an aggregate offering price of up to $100 million to or through
the Agent selected by us (the “Designated Agent”), acting as designated sales agent and/or principal.
Our
common stock is listed on the Nasdaq Capital Market under the symbol “VELO.” On May 14, 2026, the last reported sale price
of our common stock on the Nasdaq Capital Market was $19.84 per share.
Sales
of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be an “at
the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”). Subject to terms of the sales agreement, the Agents are not required to sell any specific number or dollar amount of securities
but will act as our sales agents using commercially reasonable efforts consistent with their normal trading and sales practices to sell
on our behalf all of the shares of common stock requested to be sold by us, on mutually agreed terms between the Agents and us. There
is no arrangement for funds to be received in any escrow, trust or similar arrangement.
The
compensation to the Agents for sales of our common stock sold pursuant to the sales agreement will be 3.0% of the gross proceeds of any
shares of common stock sold under the sales agreement. See “Plan of Distribution” beginning on page S-8 for additional
information regarding the Agents’ compensation. In connection with the sale of our common stock on our behalf, each Agent will
be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation paid to any Agent will be
deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contributions to the Agents against
certain civil liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
We
are a “smaller reporting company” as defined under federal securities laws and, as such, may elect to comply with certain
reduced public company reporting requirements for future filings. See the section entitled “Prospectus Supplement Summary —
Implications of Being a Smaller Reporting Company.”
Investing
in our common stock involves a high degree of risk. Please see the section entitled “Risk Factors” on page S-4 of this
prospectus supplement and in the accompanying prospectus and the documents that are incorporated by reference before you invest in our
securities. See “Where You Can Find More Information” and “Incorporation by Reference” below.
Neither
the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of the common
stock or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.
Needham
& Company |
Cantor |
Craig-Hallum |
The
date of this prospectus supplement is May 15, 2026.
|
TABLE
OF CONTENTS
Prospectus
Supplement
|
Page |
ABOUT THIS PROSPECTUS SUPPLEMENT |
S-ii |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
S- iii |
SUMMARY |
S-1 |
RISK FACTORS |
S-4 |
USE OF PROCEEDS |
S-6 |
DIVIDEND POLICY |
S-6 |
DILUTION |
S-7 |
PLAN OF DISTRIBUTION |
S-8 |
LEGAL MATTERS |
S-9 |
EXPERTS |
S-9 |
WHERE YOU CAN FIND MORE INFORMATION |
S-9 |
INCORPORATION BY REFERENCE |
S-10 |
Prospectus
|
PAGE |
ABOUT THIS PROSPECTUS |
1 |
PROSPECTUS SUMMARY |
2 |
RISK FACTORS |
5 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
6 |
WHERE YOU CAN FIND MORE INFORMATION |
7 |
INCORPORATION OF INFORMATION BY REFERENCE |
8 |
USE OF PROCEEDS |
9 |
PLAN OF DISTRIBUTION |
10 |
DESCRIPTION OF CAPITAL STOCK |
12 |
DESCRIPTION OF DEBT SECURITIES |
17 |
DESCRIPTION OF WARRANTS |
23 |
DESCRIPTION OF UNITS |
30 |
GLOBAL SECURITIES |
31 |
LEGAL MATTERS |
35 |
EXPERTS |
35 |
S- i |
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 that we have filed with the SEC,
using the “shelf” registration process. Under this shelf registration process, we may, from time to time, sell shares of
our common stock in one or more offerings. This prospectus supplement describes the terms of this offering of our common stock and adds
to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus. The accompanying prospectus, dated April 8, 2026, including the documents incorporated by
reference therein, provides more general information, some of which may not apply to this offering. Generally, when we refer to “this
prospectus” herein, we are referring to both this prospectus supplement and the accompanying prospectus combined.
Neither
we nor the Agents have authorized anyone to provide you with information that is different from or in addition to the information contained
or incorporated by reference in this prospectus supplement and the accompanying prospectus. If anyone provides you with different or
inconsistent information, you should not rely on it. Neither we nor the Agents are making an offer to sell the securities in any jurisdiction
where the offer or sale is not permitted or in which the person making such offer or solicitation is not qualified to do so or to any
person to whom it is unlawful to make such offer or solicitation. You should not assume that the information in this prospectus supplement,
the accompanying prospectus or any document incorporated by reference is accurate or complete as of any date other than the date of the
applicable document. Our business, financial condition, results of operations and prospects may have changed since that date.
In
this prospectus supplement, as permitted by law, we “incorporate by reference” information from other documents that we file
with the SEC. This means that we can disclose important information to you by referring you to those documents. To the extent there is
a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying
prospectus or in any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement, on
the other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent
with a statement in another document having a later date (for example, a document incorporated by reference in this prospectus supplement
or in the accompanying prospectus), the statement in the document having the later date modifies or supersedes the earlier statement.
When we update the information contained in documents that have been incorporated by reference by making future filings with the SEC,
the information included or incorporated by reference in this prospectus supplement is considered to be automatically updated and superseded.
This prospectus supplement and the accompanying prospectus do not contain all of the information in the registration statement. We have
omitted certain parts of the registration statement, as permitted by the rules and regulations of the SEC. You may find the registration
statement, including exhibits, on the SEC’s website at www.sec.gov. See “Where You Can Find More Information” and “Incorporation
by Reference.”
You
should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice.
You should consult your own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding
the purchase of the common stock offered by this prospectus supplement. If the description of the offering varies between this prospectus
supplement and the accompanying prospectus, you should rely on the information contained in this prospectus supplement as indicated or
as the context otherwise requires. Unless the context otherwise indicates, references in this prospectus to “Company,” “we,”
“our” and “us” refer, collectively to Velo3D, Inc., a Delaware corporation, and its consolidated subsidiaries.
S- ii |
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement, the accompanying prospectus and the documents we have filed with the SEC that are incorporated herein by reference
contain forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial
performance. All statements other than statements of historical facts contained in this prospectus supplement and the accompanying prospectus
are forward-looking statements, including any statements regarding our business, operations and financial performance. These statements
involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievement
to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements,
including:
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● |
our
market opportunity; |
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● |
our
expectations regarding our customers’ growing demand for additive manufacturing solutions; |
|
● |
our
growth strategy, including our plan to rapidly increase the number of customer relationships we have globally in the coming years
and our ability to rapidly scale our business model to meet customer demand; |
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● |
our
ability to execute our business plan, which may be affected by, among other things, competition and our ability to grow and manage
growth profitably, raise financing in the near-term, fund our operating expenses, maintain relationships with customers and retain
our key employees; |
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● |
technological
advancements being pursued by our R&D team; |
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● |
our
ability to service and comply with the terms of our indebtedness; |
|
● |
our
ability to raise financing in the near-term and in the future; |
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● |
whether
our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements and
our ability to continue as a going concern; |
|
● |
the
potential for our business development efforts to maximize the potential value of our portfolio; |
|
● |
regulatory
developments in the United States and foreign countries; |
|
● |
our
expectations regarding our strategic realignment and related initiatives; |
|
● |
our
expectations to bring and scale parts production with improvements in utilization efficiency and to enhance and advance our portfolio
of additive manufacturing solutions; |
|
● |
our
capital requirements and needs for additional financing; |
|
● |
our
expected financial performance; |
|
● |
our
expectations regarding system sales, gross margin, revenues, and cash used in operating activities; |
|
● |
our
expectations concerning the cost to manufacture new systems and costs of revenue; |
|
● |
our
expectations regarding research and development costs, as well as selling, general and administrative, interest and marketing expenses;
|
|
● |
our
expectations regarding capital expenditures; |
|
● |
the
anticipated use of proceeds from this offering; and |
|
● |
other
factors detailed under the section entitled “Risk Factors” herein. |
In
some cases, you can identify forward-looking statements by terms such as “could,” “should,” “will,”
“may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,”
“project,” or the negative of these terms and other similar expressions. We have based these forward-looking statements largely
on our current expectations and projections about future events and financial trends that we believe may affect our business, financial
condition and results of operations. Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking
statements will be achieved or occur. Because forward-looking statements are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified, you should not rely on these forward-looking statements as guarantees of future events. The events
and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially
from those projected in the forward-looking statements. Key factors that could cause actual results to differ from our expectations include,
but are not limited to, the risks described under the heading “Risk Factors” contained in this prospectus supplement and
the accompanying prospectus, and under similar headings in other documents that are incorporated herein by reference. We do not undertake
any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
S- iii |
SUMMARY
This
summary highlights certain information contained in or incorporated by reference into this prospectus supplement and the accompanying
prospectus. Because this is only a summary, it does not contain all of the information that may be important to you. We encourage you
to read this entire prospectus supplement, the accompanying prospectus, the sections titled “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” together with our consolidated financial statements
and the related notes thereto in our most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and the other documents incorporated
herein by reference, before making a decision whether to invest in our common stock.
Company
Overview
We
are a production-focused metal additive manufacturing technology company that develops and manufactures advanced metal additive manufacturing
systems and provides production and engineering services that enable customers to manufacture high-value metal parts at scale.
Additive
manufacturing, also referred to as three-dimensional printing (“3D printing”), has historically been used primarily for prototyping
and limited production applications. We believe the industry is transitioning toward production-scale deployment, particularly in defense,
aerospace, energy and other industrial markets where supply chain resilience, rapid innovation cycles and complex engineering requirements
are critical.
Our
business combines two complementary operating models:
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● |
Equipment
sales, consisting primarily of our Sapphire family of metal additive manufacturing systems and associated software; and |
|
● |
Production
and engineering services, delivered through our Rapid Production Solutions (“RPS”) offering and Expert Services organization. |
Together,
these models allow customers to adopt additive manufacturing through printer ownership, service-based production or hybrid manufacturing
deployments driven by program requirements, capital availability and manufacturing readiness.
We
aim to enable our customers to build resilient supply chains for production parts across industries with a clear, reliable path from
concept to production through our RPS offering. RPS utilizes our deep engineering expertise, cutting-edge technology and a fleet of Sapphire
XC large-format metal 3D printers to accelerate path to production for our customers. Our ability to match process parameters Machine
to Machine ensures repeatability and eliminates the variability that often plagues traditional additive manufacturing platforms. Our
technology supports production of mission-critical components such as propulsion hardware, hypersonic engine parts, thermal management
systems, airframe components, and advanced munitions. These capabilities contribute to reduced lead times, minimized labor costs, and
enhanced readiness while ensuring secure domestic manufacturing free of foreign technology dependencies.
Our
strategy is to serve as a production enabler, helping customers move from early design exploration through qualified manufacturing and
into sustained full-rate production using a consistent technology platform.
Our
platform combines:
|
● |
Flow
print preparation software |
|
● |
The
Sapphire family of metal additive manufacturing systems |
|
● |
Assure
quality assurance software |
|
● |
Our
proprietary Intelligent Fusion manufacturing process |
These
technologies are supported by our Expert Services engineering teams and RPS production capabilities, forming an integrated manufacturing
platform designed to deliver scalable, repeatable and economically viable production outcomes.
S- 1 |
A
key capability underlying our production services and commercial model is our ability to produce repeatable manufacturing outcomes across
multiple systems and locations. Through validated manufacturing instructions, sometimes referred to internally as “Golden Print
Files,” we capture process parameters, calibration conditions and build instructions required to manufacture a qualified part.
Once established, these validated build files enable customers to reproduce parts across different Sapphire systems while targeting consistent
geometry, material properties and performance outcomes.
We
believe this repeatability enables a flexible production model in which customers may begin with first article and qualification builds
through Velo3D-operated RPS and Expert Services and subsequently scale production through printer ownership, continued production services
with Velo3D or deployment across a distributed network of contract manufacturers operating Sapphire systems.
Our
Sapphire family of systems give our customers who are in space, aviation, defense, automotive, energy and industrial markets the freedom
to design and produce metal parts with complex internal features and geometries that had previously been considered impossible for additive
manufacturing. We believe that our part producibility is years ahead of our competitors as a result of our tool path generation software,
namely “Flow,” which comprises custom low angle and within part feature based process customization.
Recent
Developments
On
April 27, 2026, we entered into an underwriting agreement with Cantor Fitzgerald & Co., as underwriter, relating to the offer and
sale in an underwritten registered direct offering (the “Registered Direct Offering”) of 3,571,428 shares of our common stock.
The shares were sold at a public offering price per share of $14.00. The gross proceeds from the Registered Direct Offering were approximately
$50 million, before deducting underwriting discounts and commissions and other offering expenses payable by us.
Company
Information
We
were incorporated on September 11, 2020 as a special purpose acquisition company and a Cayman Islands exempted company under the name
JAWS Spitfire Acquisition Corporation (“JAWS Spitfire”). On December 7, 2020, JAWS Spitfire completed its initial public
offering. On September 29, 2021, JAWS Spitfire consummated the Merger pursuant to the Business Combination Agreement, whereby Merger
Sub merged with and into Legacy Velo3D, with Legacy Velo3D surviving the merger as a wholly owned subsidiary of the Company, on September
29, 2021. In connection with the Merger, JAWS Spitfire’s jurisdiction of incorporation was changed from the Cayman Islands to the
State of Delaware, and JAWS Spitfire changed its name to Velo3D, Inc.
Our
principal executive offices are located at 2710 Lakeview Court, Fremont, CA 94538, and our telephone number is (408) 610-3915. We maintain
a website on the Internet at www.velo3d.com. Information on our website, or any other website, is not incorporated by reference in this
prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
Implications
of Being a Smaller Reporting Company
We
are a “smaller reporting company” as defined in the Exchange Act, which allows us to take advantage of certain of the scaled
disclosures available to smaller reporting companies and we are able to take advantage of these scaled disclosures for so long as (i)
the market value of our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business
day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year
and the market value of our voting and non-voting common stock held by non-affiliates is less than $700 million measured on the last
business day of our second fiscal quarter. Specifically, as a smaller reporting company, we may choose to present only the two most recent
fiscal years of audited financial statements in our annual reports on Form 10-K and have reduced disclosure obligations regarding executive
compensation, and, similar to emerging growth companies, if we are a smaller reporting company with less than $100 million in annual
revenue, we would not be required to obtain an attestation report on internal control over financial reporting issued by our independent
registered public accounting firm.
S- 2 |
The
Offering
Common
Stock Offered |
|
Shares
of our common stock having an aggregate offering price of up to $100,000,000. |
|
|
|
Common
Stock to be Outstanding After This Offering |
|
Up
to 31,257,144 shares of common stock, assuming the sale of 5,040,322 shares of our common stock in this offering at
an assumed offering price of $19.84 per share, which was the last reported sale price of our common stock on May 14, 2026.
The actual number of shares issued will vary depending on how many shares of our common stock we choose to sell and the prices at
which our common stock is sold under this offering. |
|
|
|
Plan
of Distribution |
|
Sales
of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be
an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act. Subject to terms of the
sales agreement, the Agents are not required to sell any specific number or dollar amount of securities but will act as our sales
agents using commercially reasonable efforts consistent with their normal trading and sales practices to sell on our behalf all of
the shares of common stock requested to be sold by us, on mutually agreed terms between the Agents and us. See “Plan of Distribution”
on page S-8 of this prospectus supplement. |
|
|
|
Use
Of Proceeds |
|
We
currently intend to use the net proceeds from this offering for working capital and general corporate purposes. See “Use of
Proceeds” on page S-6 of this prospectus supplement. |
|
|
|
Nasdaq
Capital Market Symbol |
|
“VELO” |
|
|
|
Risk
Factors |
|
See
“Risk Factors” beginning on page S-4 of this prospectus supplement, in our Annual Report on Form 10-K for the year
ended December 31, 2025, and in our Quarterly Report on Form 10-Q for the period ended March 31, 2026, which are incorporated by
reference herein, for a discussion of factors that you should consider before investing in our common stock. |
|
|
|
Transfer
Agent and Registrar |
|
Continental
Stock Transfer & Trust Company. |
The
numbers of shares of our common stock to be outstanding after this offering are based on 26,216,822 shares of our common stock
outstanding as of March 31, 2026. Unless the context otherwise requires as of March 31, 2026, the number of shares of our common stock
to be outstanding after this offering excludes:
|
● |
1,026,090
shares of common stock issuable upon the vesting and settlement of outstanding restricted stock units; |
|
● |
4,216
shares of common stock issuable upon the vesting and exercise of outstanding stock options; |
|
● |
36,892
shares of common stock issuable upon the exercise of outstanding warrants; and |
|
● |
3,571,428
shares of common stock issued in the Registered Direct Offering.
|
S- 3 |
RISK
FACTORS
Investing
in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described
below and in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as well as any amendments or updates thereto
reflected in subsequent filings, each of which are incorporated by reference in this prospectus supplement and the accompanying prospectus,
and all of the other information in this prospectus supplement and the accompanying prospectus, including our financial statements and
related notes incorporated by reference in this prospectus supplement and the accompanying prospectus. If any of these risks are realized,
our business, financial condition, results of operations and prospects could be materially and adversely affected. In that event, the
trading price of our common stock could decline and you could lose part or all of your investment. Additional risks and uncertainties
that are not yet identified or that we deem are immaterial may also materially harm our business, operating results and financial condition
and could result in a loss of your investment.
Risks
Related to our Business
The
trading price of the shares of our common stock has been and is likely to continue to be highly volatile, and purchasers of our common
stock could incur substantial losses.
Our
stock price has been and will likely continue to be volatile for the foreseeable future. The stock market in general and the market for
additive manufacturing technology companies in particular have experienced extreme volatility that has often been unrelated to the operating
performance of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or above
the price they paid.
In
addition, in the past, stockholders have initiated class action and other lawsuits against additive manufacturing technology companies
following periods of volatility in the market prices of these companies’ securities. Such litigation and any litigation that may
be instituted against us, our officers and/or our directors in the future, could cause us to incur substantial costs and divert management’s
attention and resources, which could have a material adverse effect on our business, financial condition and results of operations.
Risks
Related to the Offering
We
have broad discretion as to the use of the net proceeds of this offering and may use them in ways with which you may not agree and in
ways that may not earn a profit.
We
intend to use the net proceeds, if any, from this offering for working capital and general corporate purposes, which may include, without
limitation, corporate obligations, capital expenditures, acquisitions and repurchases and redemptions of our securities, and acquisitions
of, or control investments in, complementary operating companies. We will have considerable discretion in the use and application of
the net proceeds, and may use the net proceeds for purposes that do not yield a significant return or any return at all for our stockholders.
In addition, pending their use, we may invest the net proceeds from this offering in short-term, interest bearing instruments. These
investments may not yield a favorable return, or any return, to us or our stockholders. See “Use of Proceeds” below.
Future
sales, or the perception of future sales, of our common stock in the public market or other financings could cause our stock price to
decline.
Sales
of a substantial number of shares of our common stock in the public market by us or existing stockholders, or the perception that such
sales might occur in the future or the occurrence of other financings, could depress the market price of our common stock and could impair
our ability to raise capital through the sale of additional equity securities. The registration of shares of common stock for resale
creates the possibility of a significant increase in the supply of our common stock in the market. The increased supply, coupled with
the potential disparity in purchase prices, could lead to heightened selling pressure, which could negatively affect the public trading
price of our common stock.
All
of the shares sold in this offering upon issuance will be, freely tradable without restriction or further registration under the Securities
Act, unless these shares are purchased by “affiliates” as that term is defined in Rule 144 under the Securities Act (“Rule
144”), or are subject to a lock-up agreement. In addition, shares of common stock issuable upon exercise of outstanding warrants,
options, restricted stock units and shares reserved for future issuance under our equity incentive plan will be eligible for sale in
the public market to the extent permitted by applicable vesting requirements and, in some cases, subject to compliance with the requirements
of Rule 144. As a result, these shares can be freely sold in the public market upon issuance, subject to restrictions under the securities
laws.
S- 4 |
If
you purchase shares of our common stock in this offering, you may incur immediate and substantial dilution.
The
shares of common stock sold in this offering, if any, will be sold from time to time at various prices. The price per share of our common
stock in this offering may exceed the net tangible book value per share of our common stock outstanding prior to this offering. Therefore,
if you purchase shares of our common stock in this offering, you may pay a price per share that substantially exceeds our pro forma as-adjusted
net tangible book value per share after this offering. Assuming that an aggregate of 5,040,322 shares of our common stock are
sold at an assumed offering price of $19.84 per share, which was the last reported sale price of our common stock on the Nasdaq
Capital Market on May 14, 2026, for net proceeds to us of $96.7 million after deducting commissions and estimated offering expenses
payable by us, you would incur immediate dilution in the amount of $14.26 per share, representing the difference between our pro
forma as-adjusted net tangible book value per share as of March 31, 2026 after giving effect to this offering and the assumed offering
price.
In
addition, the vesting of the restricted stock units, the exercise of any outstanding options to purchase shares of our common stock or
warrants and issuances of our equity in future equity offerings would result in additional dilution. As a result of the dilution to investors
purchasing shares in this offering, investors may receive significantly less than the purchase price paid in this offering, if anything,
in the event of our liquidation. See “Dilution” for additional information.
If
you purchase shares of our common stock in this offering, you may experience future dilution as a result of future equity offerings.
In
order to raise additional capital, we may, in the future, offer additional shares of our common stock or other securities convertible
into or exchangeable for our common stock at prices that may not be the same as the price per share in this offering. We may sell shares
or other securities in any other offering at a price per share that is less than the price per share paid by investors in this offering,
and investors purchasing shares or other securities in the future could have rights superior to those of existing stockholders. The price
per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future
transactions may be higher or lower than the price per share paid by investors in this offering.
It
is not possible to predict the actual number of shares we will sell under the sales agreement, or the actual gross proceeds resulting
from those sales.
Subject
to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver placement notices
to the Agents at any time throughout the term of the sales agreement. The number of shares that are sold through the Agents after delivering
a placement notice will fluctuate based on a number of factors, including the market price of the common stock during the sales period,
the limits we set with the Agents in any applicable placement notice, and the demand for our common stock during the sales period. Actual
gross proceeds may be less than $100 million, which may impact our future liquidity. Because the price per share of each share sold will
fluctuate during the sales period, it is not currently possible to predict the number of shares that will be sold or the actual gross
proceeds to be raised in connection with those sales.
The
common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will
likely pay different prices.
Investors
who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution
and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and
numbers of shares sold in this offering. In addition, there is no minimum sales price above par value or maximum sales price for shares
to be sold in this offering, unless we specify as such in a placement notice. Investors may experience a decline in the value of the
shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
Because
we do not intend to declare cash dividends on our shares of common stock in the foreseeable future, stockholders must rely on appreciation
of the value of our common stock for any return on their investment.
We
have never paid any cash dividends and we do not anticipate paying any cash dividends for the foreseeable future. Any future determination
to pay dividends will be at the discretion of our board of directors (the “Board”), subject to compliance with applicable
law and any contractual provisions, including under any existing or future agreements for indebtedness we may incur, that restrict or
limit our ability to pay dividends, and will depend upon, our results of operations, financial condition, earnings, capital requirements
and other factors that our Board deems relevant. Accordingly, we expect that realization of a gain on your investment will depend on
the appreciation of the price of the shares of common stock, which may never occur.
S- 5 |
USE
OF PROCEEDS
We
may issue and sell shares of our common stock having an aggregate offering price of up to $100 million from time to time. Because there
is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and
proceeds to us, if any, are not determinable at this time. There can be no assurance that we will sell any shares under or fully utilize
the sales agreement as a source of financing.
We
currently intend to use the net proceeds from this offering for working capital and general corporate purposes.
Our
management retains broad discretion regarding the use of the net proceeds from this offering, including discretion over the amounts and
timing of any actual expenditures. Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in marketable
securities that may include investment-grade interest-bearing securities, money market accounts, certificates of deposit, commercial
paper and guaranteed obligations of the U.S. government in accordance with our investment policy.
DIVIDEND
POLICY
We
have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings to invest in our
business and do not expect to pay any dividends in the foreseeable future. Any determination to pay dividends in the future will be at
the discretion of our Board, subject to compliance with applicable laws and any contractual provisions, including under any existing
or future agreements for indebtedness we may incur and will depend on our financial condition, operating results, capital requirements
and general business conditions and other factors that our Board may deem relevant.
S- 6 |
DILUTION
If
you invest in this offering, your ownership interest will be diluted to the extent of the difference between the public offering price
per share and the pro forma as-adjusted net tangible book value per share after giving effect to this offering. We calculate net tangible
book value per share by dividing the net tangible book value, which is total tangible assets less total liabilities, by the number of
outstanding shares of our common stock. Dilution represents the difference between the price per share paid by purchasers of shares in
this offering and the pro forma as-adjusted net tangible book value per share of our common stock immediately after giving effect to
this offering. Our net tangible book value as of March 31, 2026, was approximately $51.5 million, or $1.97 per share.
Our
pro forma net tangible book value as of March 31, 2026 was approximately $129.4 million, or $4.35 per share after giving effect
to the issuance of 3,571,428 shares of common stock in the Registered Direct Offering for net proceeds of approximately $46.2 million
(the “Pro Forma Adjustments”).
After
giving effect to (i) the Pro Forma Adjustments described above and (ii) the assumed sale by us of our common stock in the aggregate amount
of $100 million in this offering at an assumed offering price of $19.84 per share, which was the last reported share price of
our common stock on the Nasdaq Capital Market on May 14, 2026, for estimated net proceeds in the aggregate amount of $96.7 million,
after deducting commissions and estimated offering expenses payable by us, our pro forma as-adjusted net tangible book value as of March
31, 2026, would have been $194.4 million, or $5.58 per share of common stock. This represents an immediate increase in
the net tangible book value to existing stockholders of $1.24 per share of common stock and immediate dilution to purchasers of
shares of common stock in this offering of $14.26 per share of common stock. The following table illustrates this dilution per
share of common stock.
Assumed
offering price per share |
|
|
|
|
|
$ |
19.84 |
|
Net
tangible book value per share as of March 31, 2026 |
|
$ |
1.97 |
|
|
|
|
|
Increase
in net tangible book value per share attributable to the Pro Forma Adjustments |
|
$ |
2.38 |
|
|
|
|
|
Pro
forma net tangible book value per share as of March 31, 2026 |
|
$ |
4.35 |
|
|
|
|
|
Increase
in pro forma net tangible book value per share attributable to this offering |
|
$ |
1.24 |
|
|
|
|
|
Pro
forma as-adjusted net tangible book value per share after this offering |
|
$ |
5.58 |
|
|
|
|
|
Dilution
in pro forma as-adjusted net tangible book value per share to investors participating in this offering |
|
|
|
|
|
$ |
14.26 |
|
The
table above assumes, for illustrative purposes, that an aggregate of 5,040,322 shares of our common stock are sold at a price
of $19.84 per share, the last reported sale price of our common stock on the Nasdaq Capital Market on May 14, 2026, for aggregate
gross proceeds of $100 million. The shares sold in this offering, if any, will be sold from time to time at various prices. An increase
of $1.00 per share in the price at which the shares are sold from the assumed offering price of $19.84 per share shown in the
table above, assuming all of our common stock in the aggregate amount of $100 million during the term of the sales agreement is sold
at that price, would result in an increase in the dilution in pro forma as-adjusted net tangible book value per share to new investors
in this offering to $5.62 per share, after deducting commissions and estimated aggregate offering expenses payable by us. A decrease
of $1.00 per share in the price at which the shares are sold from the assumed offering price of $19.84 per share shown in the
table above, assuming all of our common stock in the aggregate amount of $100 million during the term of the sales agreement is sold
at that price, would result in a decrease in the dilution in pro forma as-adjusted net tangible book value per share to new investors
in this offering to $5.54 per share, after deducting commissions and estimated aggregate offering expenses payable by us. This
information is supplied for illustrative purposes only and may differ based on the actual offering price and the actual number of shares
offered.
The
above discussion and table are based on 26,216,822 shares of common stock issued and outstanding as of March 31, 2026, and exclude
the following:
|
● |
1,026,090
shares of common stock issuable upon the vesting and settlement of outstanding restricted stock units; |
|
● |
4,216
shares of common stock issuable upon the vesting and exercise of outstanding stock options; |
|
● |
36,892
shares of common stock issuable upon the exercise of outstanding warrants; and |
|
● |
3,571,428
shares of common stock issued in the Registered Direct Offering. |
S- 7 |
PLAN
OF DISTRIBUTION
We
have entered into the sales agreement with Needham, Cantor and Craig-Hallum. Pursuant to this prospectus supplement and the accompanying
prospectus, we may offer and sell shares of our common stock having an aggregate gross sales price of up to $100 million from time to
time to or through the Agents, acting as designated sales agents and/or principal. A copy of the sales agreement will be filed as an
exhibit to a Current Report on Form 8-K and will be incorporated by reference into this prospectus supplement.
Upon
delivery of a placement notice to a Designated Agent and subject to the terms and conditions of the sales agreement, the applicable Designated
Agent may sell shares of our common stock by any method permitted by law deemed to be an “at the market offering” as defined
in Rule 415(a)(4) promulgated under the Securities Act, including by means of ordinary brokers’ transactions, to or through a market
maker, on or through the Nasdaq Capital Market or any other existing trading market for shares of our common stock, in the over-the-counter
market, in privately negotiated transactions (including block transactions), through a combination of any such methods of sale, or any
other method permitted by law. We may instruct the Designated Agent not to sell shares of our common stock if the sales cannot be effected
at or above the price designated by us from time to time. We or any Agent, with respect to such Agent, may suspend the offering of shares
of our common stock upon notice and subject to other conditions.
We
will pay the Agents’ commissions, in cash, for their respective services in acting as agents in the sale of our common stock. The
Agents will be entitled to compensation at a commission rate of 3.0% of the gross proceeds of any shares of common stock sold under the
sales agreement. Because there is no minimum offering amount required as a condition to close this offering, the actual total public
offering amount, commissions and proceeds to us, if any, are not determinable at this time. We have also agreed to reimburse the Agents
for certain reasonable and documented expenses, including the fees and disbursements of their legal counsel in an amount not to exceed
(a) $100,000 in connection with the execution of the sales agreement and (b) $15,000 per calendar quarter thereafter pursuant to the
terms of the sales agreement. In accordance with Financial Industry Regulatory Authority, Inc. Rule 5110, these reimbursed fees and expenses
are deemed underwriting compensation in connection with this offering. We estimate that the total expenses for the offering, excluding
compensation and reimbursements payable to the Agents under the terms of the sales agreement, will be approximately $300,000.
Settlement
for sales of shares of our common stock will occur on the first trading day following the date on which any sales are made, or on some
other date that is agreed upon by us and the Designated Agent in connection with a particular transaction, in return for payment of the
net proceeds to us. Sales of our common stock as contemplated in this prospectus supplement will be settled through the facilities of
The Depository Trust Company or by such other means as we and the applicable Designated Agent may agree upon. There is no arrangement
for funds to be received in an escrow, trust or similar arrangement.
The
Agents will use their commercially reasonable efforts, consistent with their sales and trading practices, to solicit offers to purchase
shares of our common stock under the terms and subject to the conditions set forth in the sales agreement. In connection with the sale
of our shares of common stock on our behalf, each of the Agents will be deemed to be an “underwriter” within the meaning
of the Securities Act and the compensation of the Agents will be deemed to be underwriting commissions or discounts. We have agreed to
provide indemnification and contribution to each Agent against certain civil liabilities, including liabilities under the Securities
Act.
The
offering of shares of our common stock pursuant to the sales agreement will terminate upon the termination of the sales agreement as
permitted therein. We and each Agent, with respect to such Agent, may terminate the sales agreement at any time upon ten business days’
and ten calendar days’ prior notice, respectively.
Our
common stock is listed on the Nasdaq Capital Market under the symbol “VELO.” The transfer agent for our common stock is Continental
Stock Transfer & Trust Company.
The
Agents and their respective affiliates have in the past and may in the future provide various investment banking, commercial banking
and other financial services to us and our affiliates, for which services they have received and may in the future receive customary
fees. In addition, on April 27, 2026, we entered into an underwriting agreement with Cantor Fitzgerald & Co., as underwriter, relating
to the offer and sale in the Registered Direct Offering of 3,571,428 shares of our common stock at a public offering price per share
of $14.00.
To
the extent required by Regulation M under the Exchange Act, the Agents will not engage in any market making activities involving our
common stock while the offering is ongoing under this prospectus supplement.
This
prospectus supplement and the accompanying prospectus may be made available in electronic format on a website maintained by each of the
Agents, and each of the Agents may distribute this prospectus supplement and the accompanying prospectus electronically.
S- 8 |
LEGAL
MATTERS
The
validity of the common stock being offered by this prospectus supplement will be passed upon for us by Troutman Pepper Locke LLP, Boston,
Massachusetts. Covington & Burling LLP, New York, New York, is counsel to the Agents in connection with this offering.
EXPERTS
The
consolidated financial statements of the Company as of and for the years ended December 31, 2025 and 2024, incorporated by reference
in this prospectus, have been audited by Frank, Rimerman + Co. LLP, an independent registered public accounting firm, as stated in their
report. Such consolidated financial statements are incorporated by reference in reliance upon the report of such firm given their authority
as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares of common stock offered
by this prospectus supplement. This prospectus supplement and the accompanying prospectus filed as part of the registration statement
do not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have
been omitted as permitted by the rules and regulations of the SEC. For further information about us, we refer you to the registration
statement and to its exhibits and schedules.
We
file annual, quarterly and current reports, proxy statements, and other information with the SEC pursuant to the Exchange Act. Our filings
with the SEC, including the filings that are incorporated by reference to this prospectus supplement and the accompanying prospectus,
are available to the public on the SEC’s website at www.sec.gov. Those filings are also available to the public on, or accessible
through, our website on our website at www.velo3d.com. The information contained on or accessible through our corporate website or any
other website that we may maintain is not incorporated by reference herein and is not part of this prospectus supplement, the accompanying
prospectus or the registration statement of which this prospectus is a part.
S- 9 |
INCORPORATION
BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus supplement the information in documents we file with it,
which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference
is considered to be a part of this prospectus supplement, and information that we file later with the SEC will automatically update and
supersede this information. Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in or omitted
from this prospectus supplement, or in any other subsequently filed document, which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus supplement.
We
incorporate by reference the documents listed below and all documents that we subsequently file with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act prior to the termination of the offering of securities by means of this prospectus supplement, from their
respective filing dates:
|
● |
our
Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026; |
|
|
|
|
● |
the
information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2025 from
our Definitive Proxy Statement on Form DEF 14A , filed with the SEC on April 27, 2026; |
|
|
|
|
● |
our
Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed with the SEC on May 14, 2026; |
|
|
|
|
● |
our
Current Reports on Form 8-K filed with the SEC on February 20, 2026 (as amended on Form 8-K/A on April 27, 2026 ), March 6, 2026 ,
March 24, 2026 (other than the information furnished under Item 2.02 of Form 8-K and exhibits furnished on such form that are related
to such item), April 7, 2026 , and April 27, 2026 ; and |
|
|
|
|
● |
the
description of our common stock contained in our registration statement on Form 8-A filed with the SEC on August 18, 2025, including
any amendments or reports filed for the purposes of updating such description. |
We
are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future,
that are not deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K
or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.
We
will provide you with a copy of any of these filings (other than an exhibit to these filings, unless the exhibit is specifically incorporated
by reference into the filing requested) at no cost, if you submit a request to us by writing or telephoning us at the following address
and telephone number:
Velo3D,
Inc.
2710
Lakeview Court
Fremont,
California 94538
Attn:
General Counsel
(408)
610-3915
S- 10 |
PROSPECTUS
$500,000,000
Velo3D,
Inc.
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Units
From
time to time, we may offer up to $500,000,000 aggregate dollar amount of shares of our common stock or preferred stock, debt securities,
warrants to purchase our common stock, preferred stock or debt securities, and/or units consisting of some or all of these securities,
in any combination, together or separately, in one or more offerings, in amounts, at prices and on the terms that we will determine at
the time of the offering and which will be set forth in a prospectus supplement and, if permitted, any related free writing prospectus.
The prospectus supplement and, if permitted, any related free writing prospectus may also add, update or change information contained
in this prospectus. The total amount of these securities will have an initial aggregate offering price of up to $500,000,000.
You
should read this prospectus, the information incorporated, or deemed to be incorporated, by reference in this prospectus, and any applicable
prospectus supplement and, if permitted, related free writing prospectus carefully before you invest.
Our
common stock is listed on the Nasdaq Capital Market under the symbol “VELO.” On April 2, 2026, the last reported sales price
of our common stock was $11.88 per share. The applicable prospectus supplement and, if permitted, any related free writing prospectus
will contain information, where applicable, as to any other listing on the Nasdaq Capital Market or any securities market or exchange
of the securities covered by the prospectus supplement and, if permitted, any related free writing prospectus.
We
are a “smaller reporting company” as defined under federal securities laws and, as such, may elect to comply with certain
reduced public company reporting requirements for future filings.
An
investment in our securities involves a high degree of risk. You should carefully consider the information under the heading “ Risk
Factors ” beginning on page 5 of this prospectus, and under similar headings in the other documents that are incorporated
by reference into this prospectus, as described on page 8 of this prospectus.
Common
stock, preferred stock, debt securities, warrants and/or units may be sold by us to or through underwriters or dealers, directly to purchasers
or through agents designated from time to time. For additional information on the methods of sale, you should refer to the section entitled
“ Plan of Distribution ” in this prospectus. If any underwriters, dealers or agents are involved in the sale of any
securities with respect to which this prospectus is being delivered, the names of such underwriters or agents and any applicable fees,
discounts or commissions, details regarding over-allotment options, if any, and the net proceeds to us will be set forth in a prospectus
supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth
in a prospectus supplement. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing
the method and terms of the offering of such securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is April 8, 2026
|
TABLE
OF CONTENTS
|
PAGE |
ABOUT THIS PROSPECTUS |
1 |
PROSPECTUS SUMMARY |
2 |
RISK FACTORS |
5 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |
6 |
WHERE YOU CAN FIND MORE INFORMATION |
7 |
INCORPORATION OF INFORMATION BY REFERENCE |
8 |
USE OF PROCEEDS |
9 |
PLAN OF DISTRIBUTION |
10 |
DESCRIPTION OF CAPITAL STOCK |
12 |
DESCRIPTION OF DEBT SECURITIES |
17 |
DESCRIPTION OF WARRANTS |
23 |
DESCRIPTION OF UNITS |
30 |
GLOBAL SECURITIES |
31 |
LEGAL MATTERS |
35 |
EXPERTS |
35 |
i |
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “ SEC ”)
using a “shelf” registration process. Under this shelf registration process, from time to time, we may sell any combination
of the securities described in this prospectus in one or more offerings, up to a total dollar amount of $500,000,000.
We
have provided to you in this prospectus a general description of the securities we may offer. Each time we sell securities under this
shelf registration process, we will provide a prospectus supplement that will contain specific information about the terms of the offering.
We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these
offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained or incorporated
by reference in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus
and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus,
as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement
(and any applicable free writing prospectuses), together with the additional information described under the heading “ Where
You Can Find More Information ” and “ Incorporation of Information by Reference .”
Neither
we, nor any agent, underwriter or dealer have authorized anyone to give you any information or to make any representation other than
the information and representations contained in or incorporated by reference into this prospectus, any applicable prospectus supplement
or any free writing prospectuses. We and any agent, underwriter or dealer take no responsibility for, and can provide no assurance as
to the reliability of, any other information others may give you. We will not make an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any applicable prospectus
supplement is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus
is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference herein and therein
is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition,
results of operations and prospects may have changed since those dates.
This
prospectus incorporates by reference market data and industry statistics and forecasts that are based on independent industry publications
and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness
of this information and we have not independently verified this information. In addition, the market and industry data and forecasts
that may be included or incorporated by reference in this prospectus may involve estimates, assumptions and other risks and uncertainties
and are subject to change based on various factors, including those discussed under the heading “ Risk Factors ” contained
in this prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus. Accordingly,
investors should not place undue reliance on this information.
Unless
the context otherwise indicates, references in this prospectus to “ Company ,” “ we ,” “ our ”
and “ us ” refer, collectively to Velo3D, Inc., a Delaware corporation, and its consolidated subsidiaries.
We
use various trademarks and trade names in our business, including without limitation our corporate name and logo. All other trademarks
or trade names referred to in this prospectus, any prospectus supplement and any free writing prospectuses are the property of their
respective owners. Solely for convenience, the trademarks and trade names in this prospectus may be referred to without the ® and
™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest
extent under applicable law, their rights thereto.
1 |
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information
you should consider in making your investment decision. Before investing in our common stock, you should carefully read the entire prospectus,
including the risks of investing in our securities discussed under the heading “Risk Factors” and “Cautionary Note
Regarding Forward-Looking Statements.” You should also carefully read our consolidated financial statements and the related notes,
and other documents incorporated by reference in this prospectus, as well as the exhibits to the registration statement of which this
prospectus forms a part.
Company
Overview
We
are a production-focused metal additive manufacturing technology company that develops and manufactures advanced metal additive manufacturing
systems and provides production and engineering services that enable customers to manufacture high-value metal parts at scale.
Additive
manufacturing (“AM”), also referred to as three-dimensional printing (“3D printing”), has historically been used
primarily for prototyping and limited production applications. We believe the industry is transitioning toward production-scale deployment,
particularly in defense, aerospace, energy and other industrial markets where supply chain resilience, rapid innovation cycles and complex
engineering requirements are critical.
Our
business combines two complementary operating models:
|
● |
Equipment
sales, consisting primarily of our Sapphire family of metal additive manufacturing systems and associated software; and |
|
● |
Production
and engineering services, delivered through our Rapid Production Solutions (“RPS”) offering and Expert Services organization. |
Together,
these models allow customers to adopt additive manufacturing through printer ownership, service-based production or hybrid manufacturing
deployments driven by program requirements, capital availability and manufacturing readiness.
We
aim to enable our customers to build resilient supply chains for production parts across industries with a clear, reliable path from
concept to production through our RPS offering. RPS utilizes our deep engineering expertise, cutting-edge technology and a fleet of Sapphire
XC large-format metal 3D printers to accelerate path to production for our customers. Our ability to match process parameters Machine
to Machine ensures repeatability and eliminates the variability that often plagues traditional AM platforms. Our technology supports
production of mission-critical components such as propulsion hardware, hypersonic engine parts, thermal management systems, airframe
components, and advanced munitions. These capabilities contribute to reduced lead times, minimized labor costs, and enhanced readiness
while ensuring secure domestic manufacturing free of foreign technology dependencies.
Our
strategy is to serve as a production enabler, helping customers move from early design exploration through qualified manufacturing and
into sustained full-rate production using a consistent technology platform.
Our
platform combines:
|
● |
Flow
print preparation software |
|
● |
The
Sapphire family of metal additive manufacturing systems |
|
● |
Assure
quality assurance software |
|
● |
Our
proprietary Intelligent Fusion manufacturing process |
These
technologies are supported by our Expert Services engineering teams and RPS production capabilities, forming an integrated manufacturing
platform designed to deliver scalable, repeatable and economically viable production outcomes.
2 |
A
key capability underlying our production services and commercial model is our ability to produce repeatable manufacturing outcomes across
multiple systems and locations. Through validated manufacturing instructions, sometimes referred to internally as “Golden Print
Files,” we capture process parameters, calibration conditions and build instructions required to manufacture a qualified part.
Once established, these validated build files enable customers to reproduce parts across different Sapphire systems while targeting consistent
geometry, material properties and performance outcomes.
We
believe this repeatability enables a flexible production model in which customers may begin with first article and qualification builds
through Velo3D-operated RPS and Expert Services and subsequently scale production through printer ownership, continued production services
with Velo3D or deployment across a distributed network of contract manufacturers operating Sapphire systems.
Our
Sapphire family of systems (collectively referred to as the “ 3D Printers ”) give our customers who are in space, aviation,
defense, automotive, energy and industrial markets the freedom to design and produce metal parts with complex internal features and geometries
that had previously been considered impossible for AM. We believe that our part producibility is years ahead of our competitors as a
result of our tool path generation software, namely “Flow,” which comprises custom low angle and within part feature based
process customization.
Corporate
Information
We
were incorporated on September 11, 2020 as a special purpose acquisition company and a Cayman Islands exempted company under the name
JAWS Spitfire Acquisition Corporation (“ JAWS Spitfire ”). On December 7, 2020, JAWS Spitfire completed its initial
public offering. On September 29, 2021, JAWS Spitfire consummated the Merger pursuant to the Business Combination Agreement, whereby
Merger Sub merged with and into Legacy Velo3D, with Legacy Velo3D surviving the merger as a wholly-owned subsidiary of the Company, on
September 29, 2021. In connection with the Merger, JAWS Spitfire’s jurisdiction of incorporation was changed from the Cayman Islands
to the State of Delaware, and JAWS Spitfire changed its name to Velo3D, Inc.
Our
principal executive offices are located at 2710 Lakeview Court, Fremont, CA 94538, and our telephone number is (408) 610-3915. We maintain
a website on the Internet at www.velo3d.com . Information on our website, or any other website, is not incorporated by reference
in this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
Implications
of Being a Smaller Reporting Company
We
are a “ smaller reporting company ” as defined in the Securities Exchange Act of 1934, as amended (“ Exchange
Act ”), which allows us to take advantage of certain of the scaled disclosures available to smaller reporting companies and
we are able to take advantage of these scaled disclosures for so long as (i) the market value of our voting and non-voting common stock
held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter or (ii) our annual revenue
is less than $100 million during the most recently completed fiscal year and the market value of our voting and non-voting common stock
held by non-affiliates is less than $700 million measured on the last business day of our second fiscal quarter. Specifically, as a smaller
reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our annual reports
on Form 10-K and have reduced disclosure obligations regarding executive compensation, and, similar to emerging growth companies, if
we are a smaller reporting company with less than $100 million in annual revenue, we would not be required to obtain an attestation report
on internal control over financial reporting issued by our independent registered public accounting firm.
The
Securities We May Offer
With
this prospectus, we may offer shares of our common stock or preferred stock, debt securities, warrants to purchase our common stock,
preferred stock or debt securities, and/or units consisting of some or all of these securities in any combination. The aggregate offering
price of securities that we offer with this prospectus will not exceed $500,000,000. Each time we offer securities with this prospectus,
we will provide offerees with a prospectus supplement that will contain the specific terms of the securities being offered. The following
is a summary of the securities we may offer with this prospectus.
3 |
Common
Stock
We
may offer shares of our common stock, par value $0.00001 per share.
Preferred
Stock
We
may offer shares of our preferred stock, par value $0.00001 per share, in one or more series. Our board of directors (the “ Board ”)
or a committee designated by the Board will determine the dividend, voting, conversion and other rights of the series of shares of preferred
stock being offered. Each series of preferred stock will be more fully described in the particular prospectus supplement that will accompany
this prospectus, including redemption provisions, rights in the event of our liquidation, dissolution or the winding up, voting rights
and rights to convert into common stock.
Debt
Securities
We
may offer general obligations, which may be secured or unsecured, senior or subordinated and convertible into shares of our common stock
or preferred stock. In this prospectus, we refer to the senior debt securities and the subordinated debt securities together as the “ debt
securities .” Our Board will determine the terms of each series of debt securities being offered.
We
will issue the debt securities under an indenture between us and a trustee. In this prospectus, we have summarized general features of
the debt securities from the indenture. We encourage you to read the indenture, which is an exhibit to the registration statement of
which this prospectus is a part. The actual indenture we enter into in connection with an offering
of debt securities may differ significantly from the form of indenture we have filed.
Warrants
We
may offer warrants for the purchase of debt securities, shares of preferred stock or shares of common stock. We may issue warrants independently
or together with other securities. Our Board will determine the terms of the warrants.
Units
We
may offer units consisting of some or all of the securities described above, in any combination, including common stock, preferred stock,
warrants and/or debt securities. The terms of these units will be set forth in a prospectus supplement. The description of the terms
of these units in the related prospectus supplement will not be complete. You should refer to the applicable form of unit and unit agreement
for complete information with respect to these units.
4 |
RISK
FACTORS
An
investment in our securities involves a high degree of risk. You should consider the risk factors described in the “ Risk
Factors ” sections of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which report is incorporated
herein by reference, in addition to the factors set forth below and other information contained in or incorporated by reference in this
prospectus or in any prospectus supplement or post-effective amendment, if required, before purchasing any of our securities .
If any of these risks actually occurs, our business, results of operations and financial condition could suffer. In that case, the trading
price of our securities could decline, and you could lose all or part of your investment. We may face additional risks and uncertainties
that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition.
In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used
to anticipate results or trends in future periods. See “ Where You Can Find More Information ,” “ Incorporation
of Information by Reference ” and “ Cautionary Note Regarding Forward-Looking Statements .”
5 |
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, any applicable prospectus supplement and the documents incorporated by reference may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended (the “ Securities Act ”), and Section 21E of the
Exchange Act. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The
words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “will,” “would” and similar expressions may
identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking
statements contained in this prospectus include, but are not limited to, statements about:
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our market opportunity; |
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our
expectations regarding our customers’ growing demand for additive manufacturing solutions; |
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our growth strategy, including
our plan to rapidly increase the number of customer relationships we have globally in the coming years and our ability to rapidly
scale our business model to meet customer demand; |
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our ability to execute
our business plan, which may be affected by, among other things, competition and our ability to grow and manage growth profitably,
raise financing in the near-term, fund our operating expenses, maintain relationships with customers and retain our key employees; |
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technological
advancements being pursued by our R&D team; |
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our ability to service
and comply with the terms of our indebtedness; |
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our ability to raise financing
in the near-term and in the future; |
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whether our existing cash
and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements and our ability to continue
as a going concern; |
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● |
the potential for our business
development efforts to maximize the potential value of our portfolio; |
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regulatory developments
in the United States and foreign countries; |
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our
expectations regarding our strategic realignment and related initiatives; |
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our
expectations to bring and scale parts production with improvements in utilization efficiency and to enhance and advance our portfolio
of AM solutions; |
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our capital requirements
and needs for additional financing; |
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our expected financial
performance; |
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our
expectations regarding system sales, gross margin, revenues, and cash used in operating activities; |
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our
expectations concerning the cost to manufacture new systems and costs of revenue; |
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our
expectations regarding research and development costs, as well as selling, general and administrative, interest and marketing expenses;
and |
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our
expectations regarding capital expenditures. |
We
have based these forward-looking statements largely on our current expectations, estimates, forecasts, and projections about future events
and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs.
In light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as
predictions of future events. Although we believe that we have a reasonable basis for each forward-looking statement contained in this
prospectus, we cannot guarantee that the future results, levels of activity, performance, or events and circumstances reflected in the
forward-looking statements will be achieved or occur at all. You should refer to the section titled “ Risk Factors ”
in this prospectus, any applicable prospectus supplement and the documents we incorporate by reference herein and therein for a discussion
of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements.
Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. Except as required by law, we
undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
You
should read this prospectus, any applicable prospectus supplement and the documents incorporated by reference herein and therein completely
and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking
statements in this prospectus by these cautionary statements.
6 |
WHERE
YOU CAN FIND MORE INFORMATION
This
prospectus is part of the registration statement on Form S-3 filed with the SEC under the Securities Act and does not contain all the
information set forth in the registration statement. Statements contained in this prospectus as to the contents of any contract or any
other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document
filed as an exhibit to the registration statement of which this prospectus forms a part. Each of these statements is qualified in all
respects by this reference.
You
may read our SEC filings, including the registration statement of which this prospectus forms a part, over the Internet on the SEC’s
website at www.sec.gov . We are subject to the information reporting requirements of the Exchange Act and we file reports, proxy
statements and other information with the SEC. These reports, proxy statements and other information are available for review on the
website of the SEC referred to above. We also maintain a website at www.velo3d.com , at which you may access these materials free
of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained
on or accessible through our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is
an inactive textual reference only.
7 |
INCORPORATION
OF INFORMATION BY REFERENCE
The
SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose
important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference
is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede
that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently
filed document incorporated by reference modifies or replaces that statement.
This
prospectus incorporates by reference the documents set forth below that have previously been filed with the SEC:
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our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026; |
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our
Current Reports on Form 8-K filed with the SEC on February 20, 2026 , March 6, 2026 and March 24, 2026 (other than the information
furnished under Item 2.02 of Form 8-K and exhibits furnished on such form that are related to such item); and |
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the
description of our common stock contained in our registration statement on Form 8-A filed with the SEC on August 18, 2025, including
any amendments or reports filed for the purposes of updating such description. |
We
also incorporate by reference any future filings (other than any filings or portions of such reports that are not deemed “filed”
under the Exchange Act in accordance with the Exchange Act and applicable SEC rules, including current reports furnished under Item 2.02
or Item 7.01 of Form 8-K and exhibits furnished on such form that are related to such items unless such Form 8-K expressly provides to
the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date
of the initial filing of the registration statement of which this prospectus is a part and prior to the effectiveness of the registration
statement, until we file a post-effective amendment that indicates the termination of the offering of the securities made by this prospectus,
and will become a part of this prospectus from the date that such documents are filed with the SEC. Information in such future filings
updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be
deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be
incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.
We
will furnish to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request,
a copy of any or all of the documents that are incorporated by reference into this prospectus, including exhibits to these documents.
You should direct any requests for documents to Velo3D, Inc., 2710 Lakeview Court, Fremont, California 94538, Attn: General Counsel,
or by calling (408) 610-3915.
8 |
USE
OF PROCEEDS
We
intend to use the net proceeds from the sale of the securities as set forth in the applicable prospectus supplement.
9 |
PLAN
OF DISTRIBUTION
We
may sell the securities from time to time pursuant to underwritten public offerings, “at-the-market offerings,” negotiated
transactions, block trades or a combination of these methods or through underwriters or dealers, through agents and/or directly to one
or more purchasers. The securities may be distributed from time to time in one or more transactions:
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at a fixed
price or prices, which may be changed; |
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at market
prices prevailing at the time of sale; |
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● |
at prices
related to such prevailing market prices; |
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in “at-the-market
offerings” (as defined in Rule 415 under the Securities Act); |
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at negotiated
prices; or |
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through any
method permitted by applicable law and described in a prospectus supplement. |
Each
time that we sell securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the
method of distribution and set forth the terms and conditions of the offering of such securities, including the offering price of the
securities and the proceeds to us, if applicable.
Offers
to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers
to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus
supplement.
If
a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
If
an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed
with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter
will use to make resales of the securities to the public. In connection with the sale of the securities, we or the purchasers of securities
for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter
may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus
supplement, an agent will be acting on a “best efforts” basis and a dealer will purchase securities as a principal, and may
then resell the securities at varying prices to be determined by the dealer.
Any
compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters,
dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities
Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to
be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities,
including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse
those persons for certain expenses.
Any
common stock will be listed on the Nasdaq Capital Market, but any other securities may or may not be listed on a national securities
exchange.
To
facilitate the offering of securities, and to the extent permitted by and in accordance with Regulation M under the Exchange Act, certain
persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities.
This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of
more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by
making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or
maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby
selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection
with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities
at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.
10 |
To
the extent permitted by and in accordance with Regulation M under the Exchange Act, any underwriters who are qualified market makers
on The Nasdaq Stock Market LLC (“ Nasdaq ”) may engage in passive market making transactions in the securities on Nasdaq
during the business day prior to the pricing of an offering, before the commencement of offers or sales of the securities. Passive market
makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive
market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids
are lowered below the passive market maker’s bid, however, the passive market maker’s bid must then be lowered when certain
purchase limits are exceeded.
If
indicated in the applicable prospectus supplement, underwriters or other persons acting as agents may be authorized to solicit offers
by institutions or other suitable purchasers to purchase the securities at the public offering price set forth in the prospectus supplement,
pursuant to delayed delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. These
purchasers may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational
and charitable institutions. Delayed delivery contracts will be subject to the condition that the purchase of the securities covered
by the delayed delivery contracts will not at the time of delivery be prohibited under the laws of any jurisdiction in the United States
to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect to the validity or performance
of these contracts.
We
may engage in “at-the-market offerings” into an existing trading market in accordance with Rule 415(a)(4) under the Securities
Act. In addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to
third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives,
the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related
open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings
of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in
the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial
institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement.
Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection
with a concurrent offering of other securities.
The
specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
The
underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for
which they receive compensation.
No
securities may be sold under this prospectus without delivery, in paper format or in electronic format, or both, of the applicable prospectus
supplement describing the method and terms of the offering.
Under
Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties
to any such trade expressly agree otherwise. The applicable prospectus supplement may provide that the original issue date for your securities
may be more than one scheduled business day after the trade date for your securities. Accordingly, in such a case, if you wish to trade
securities on any date prior to the first business day before the original issue date for your securities, you will be required, by virtue
of the fact that your securities initially are expected to settle in more than one scheduled business day after the trade date for your
securities, to make alternative settlement arrangements to prevent a failed settlement.
The
securities may be new issues of securities and may have no established trading market. The securities may or may not be listed on a national
securities exchange. We can make no assurance as to the liquidity of or the existence of trading markets for any of the securities.
11 |
DESCRIPTION
OF CAPITAL STOCK
The
following description of our capital stock is not complete and may not contain all the information you should consider before investing
in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our Certificate of Incorporation,
as amended (the “Certificate of Incorporation”), and our Second Amended and Restated Bylaws (the “Bylaws”), which
are attached as exhibits to the registration statement of which this prospectus forms a part. See “Where You Can Find More Information.”
The
total amount of our authorized share capital consists of 500,000,000 shares of common stock, par value $0.00001 per share, and 10,000,000
shares of preferred stock, par value $0.00001 per share.
Common
Stock
Voting
rights .
Each
holder of common stock is entitled to one (1) vote for each share of common stock held of record by such holder on all matters voted
upon by our stockholders; provided, however, that, except as otherwise required in the Certificate of Incorporation or by applicable
law, the holders of common stock are not entitled to vote on any amendment to our Certificate of Incorporation that relates solely to
the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately
or together with the holders of one or more other such series, to vote thereon pursuant to our Certificate of Incorporation (including
any certificate of designation relating to any series of preferred stock) or pursuant to the Delaware General Corporation Law (the “ DGCL ”).
Dividend
rights .
Subject
to any other provisions of the Certificate of Incorporation, as it may be amended from time to time, holders of shares of common stock
are entitled to receive ratably, in proportion to the number of shares of common stock held by them, such dividends and other distributions
in cash, stock or property of our company when, as and if declared thereon by our Board from time to time out of assets or funds of our
company legally available therefor.
Rights
upon liquidation .
Subject
to the rights of holders of preferred stock, if any, in the event of any liquidation, dissolution or winding-up of our affairs, whether
voluntary or involuntary, after payment or provision for payment of our debts and any other payments required by law and amounts payable
upon shares of preferred stock ranking senior to the shares of common stock upon such dissolution, liquidation or winding-up, if any,
our remaining net assets will be distributed to the holders of shares of common stock and the holders of shares of any other class or
series ranking equally with the shares of common stock upon such dissolution, liquidation or winding-up, equally on a per-share basis.
Other
rights .
No
holder of shares of common stock is entitled to preemptive or subscription rights contained in the Certificate of Incorporation or in
the Bylaws. There are no redemption or sinking fund provisions applicable to common stock. The rights, preferences and privileges of
holders of common stock will be subject to those of the holders of any shares of preferred stock that we may issue in the future.
Preferred
Stock
The
Board has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred
stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend
rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting
any series or the designation of any series to the fullest extent permitted by the DGCL. The issuance of preferred stock could have the
effect of decreasing the trading price of common stock, restricting dividends on our capital stock, diluting the voting power of the
common stock, impairing the liquidation rights of our capital stock, or delaying or preventing a change in control of our company.
12 |
Election
of Directors and Vacancies
Subject
to the rights of the holders of any series of preferred stock to elect additional directors under specified circumstances, the number
of directors of the Board shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board. The Board
currently consists of five (5) directors, which are divided into three (3) classes, designated Class I, II and III.
Under
the Bylaws, at all meetings of stockholders called for the election of directors, a plurality of the votes properly cast is sufficient
to elect such directors to the Board.
Except
as the DGCL may otherwise require and subject to the rights, if any, of the holders of any series of preferred stock, in the interim
between annual meetings of stockholders or special meetings of stockholders called for the election of directors and/or the removal of
one or more directors and the filling of any vacancy in that connection, newly created directorships and any vacancies on the Board,
including unfilled vacancies resulting from the removal of directors, may be filled only by the affirmative vote of a majority of the
remaining directors then in office, although less than a quorum, or by the sole remaining director. All directors hold office until the
expiration of their respective terms of office and until their successors have been elected and qualified. A director elected or appointed
to fill a vacancy resulting from the death, resignation or removal of a director or a newly created directorship will serve for the remainder
of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until his or her successor
has been elected and qualified.
Subject
to the rights, if any, of any series of preferred stock, any director may be removed from office only with cause and only by the affirmative
vote of the holders of not less than 2/3 of our outstanding voting stock then entitled to vote at an election of directors. Any such
director proposed to be removed from office is entitled to advance written notice as described in the Certificate of Incorporation.
In
addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are empowered to exercise
all such powers and do all such acts and things as may be exercised or done by us, subject, nevertheless, to the provisions of the DGCL,
the Certificate of Incorporation and to any Bylaws adopted and in effect from time to time; provided, however, that no Bylaw so adopted
will invalidate any prior act of the directors which would have been valid if such Bylaw had not been adopted.
Notwithstanding
the foregoing provisions, any director elected pursuant to the right, if any, of the holders of preferred stock to elect additional directors
under specified circumstances will serve for such term or terms and pursuant to such other provisions as specified in the relevant certificate
of designations related to the preferred stock.
Quorum
The
holders of a majority of the voting power of the capital stock issued and outstanding and entitled to vote thereat, present in person
or represented by proxy, constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise
required by law or provided by the Certificate of Incorporation. If, however, such quorum is not present or represented at any meeting
of the stockholders, the holders of a majority of the voting power present in person or represented by proxy have power to adjourn the
meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned
meeting at which a quorum is present or represented, any business may be transacted which might have been transacted at the meeting as
originally noticed. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting is given to each stockholder entitled to vote at such adjourned meeting as of the record date
fixed for notice of such adjourned meeting.
13 |
Anti-takeover
Effects of the Certificate of Incorporation and the Bylaws
The
Certificate of Incorporation and the Bylaws contain provisions that may delay, defer or discourage another party from acquiring control
of us. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover
bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with the Board, which
we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give the
Board the power to discourage acquisitions that some stockholders may favor.
Authorized
But Unissued Capital Stock
Delaware
law does not require stockholder approval for any issuance of authorized shares. Additional shares that may be issued in the future may
be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.
One
of the effects of the existence of unissued and unreserved common stock may be to enable the Board to issue shares to persons friendly
to current management, which issuance could render more difficult or discourage an attempt to obtain control of our company by means
of a merger, tender offer, proxy contest or otherwise and thereby protect the continuity of management and possibly deprive stockholders
of opportunities to sell their shares of common stock at prices higher than prevailing market prices.
Special
Meetings, and Advance Notice Requirements for Stockholder Proposals
Unless
otherwise required by law, and subject to the rights, if any, of the holders of any series of preferred stock, special meetings of our
stockholders, for any purpose or purposes, may be called only by the Chairperson of the Board, the Chief Executive Officer, the Lead
Independent Director (as defined in the Bylaws), the President, or the Board acting pursuant to a resolution adopted by a majority of
the Board and may not be called by the stockholders or any other person or persons. Such special meeting shall have, for the purposes
of the Bylaws or otherwise, all the force and effect of an annual meeting. Unless otherwise required by law, written notice of a special
meeting of stockholders, stating the time, place and purpose or purposes thereof, shall be given to each stockholder entitled to vote
at such meeting, not less than ten (10) or more than 60 days before the date fixed for the meeting. Business transacted at any special
meeting of stockholders is limited to the purposes stated in the notice.
The
Bylaws also provide that unless otherwise restricted by the Certificate of Incorporation or the Bylaws, any action required or permitted
to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or of
such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the Board or committee.
In
addition, the Bylaws require advance notice procedures for stockholder proposals to be brought before an annual meeting of the stockholders,
including the nomination of directors. Stockholders at an annual meeting may only consider the proposals specified in the notice of meeting
or brought before the meeting by or at the direction of the Board, or by a stockholder of record on the record date for the meeting,
who is entitled to vote at the meeting and who has delivered a timely written notice in proper form to our secretary, of the stockholder’s
intention to bring such business before the meeting. A stockholder proposal including the nomination of directors must also comply with
the requirements of Rule 14a-19 under the Exchange Act. These provisions might discourage or deter a potential acquirer from conducting
a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the Company.
Furthermore, the DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless
a corporation’s certificate of incorporation provides otherwise. The Certificate of Incorporation and the Bylaws do not provide
for cumulative voting.
These
provisions could have the effect of delaying until the next stockholder meeting any stockholder actions, even if they are favored by
the holders of a majority of our outstanding voting securities.
14 |
Amendment
to Certificate of Incorporation and Bylaws
The
DGCL provides generally that the affirmative vote of a majority of the outstanding stock entitled to vote on amendments to a corporation’s
certificate of incorporation or bylaws is required to approve such amendment, unless a corporation’s certificate of incorporation
or bylaws, as the case may be, requires a greater percentage.
The
Certificate of Incorporation provides that the provisions therein may be amended, altered, repealed or rescinded only by the affirmative
vote of the holders of at least 66-2/3% in voting power of all the then-outstanding shares of common stock entitled to vote thereon;
provided, however, that if at least 66-2/3% of the entire Board have approved such amendment or repeal of any provision of the Certificate
of Incorporation, then such amendment or repeal shall only require the affirmative vote of the majority of the outstanding shares of
capital stock entitled to vote on such amendment or repeal, voting as a single class.
The
Bylaws may be amended or repealed (A) by the affirmative vote of a majority of the entire Board then in office (subject to any bylaw
requiring the affirmative vote of a larger percentage of the members of the Board) or (B) without the approval of the Board, by the affirmative
vote of the holders of 66-2/3% of our outstanding voting stock entitled to vote on such amendment or repeal, voting as a single class,
provided that if 66-2/3% of the entire Board recommends that stockholders approve such amendment or repeal at such meeting of stockholders,
then such amendment or repeal shall only require the affirmative vote of the majority of the outstanding shares of capital stock entitled
to vote on such amendment or repeal, voting as a single class.
Delaware
Anti-Takeover Statute
Section
203 of the DGCL provides that if a person acquires 15% or more of the voting stock of a Delaware corporation, such person becomes an
“interested stockholder” and may not engage in certain “Business Combinations” with the corporation for a period
of three years from the time such person acquired 15% or more of the corporation’s voting stock, unless:
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the board of directors approves the acquisition of
stock or the merger transaction before the time that the person becomes an interested stockholder; |
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the interested stockholder owns at least 85% of the
outstanding voting stock of the corporation at the time the merger transaction commences (excluding voting stock owned by directors
who are also officers and certain employee stock plans); or |
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the merger transaction is approved by the board of
directors and at a meeting of stockholders, not by written consent, by the affirmative vote of 2/3 of the outstanding voting stock
which is not owned by the interested stockholder. A Delaware corporation may elect in its certificate of incorporation or bylaws
not to be governed by this particular Delaware law. |
Generally,
a “Business Combination” includes a merger, asset or stock sale or other transaction resulting in a financial benefit to
the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that
person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock. This provision
may encourage companies interested in acquiring our company to negotiate in advance with the Board because the stockholder approval requirement
would be avoided if the Board approves either the Business Combination or the transaction which results in the stockholder becoming an
interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more
difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.
Limitations
on Liability and Indemnification of Officers and Directors
The
Certificate of Incorporation limits the liability of our directors to the fullest extent permitted by the DGCL, and the Bylaws provide
that we will indemnify them to the fullest extent permitted by such law. We have entered and expect to continue to enter into agreements
to indemnify our directors, executive officers and other employees as determined by the Board. Under the terms of such indemnification
agreements, we are required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of the state
of Delaware, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director or
officer of our company or any of our subsidiaries or was serving at our request in an official capacity for another entity. We must indemnify
our officers and directors against all reasonable fees, expenses, charges and other costs of any type or nature whatsoever, including
any and all expenses and obligations paid or incurred in connection with investigating, defending, being a witness in, participating
in (including on appeal), or preparing to defend, be a witness or participate in any completed, actual, pending or threatened action,
suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing a right to indemnification
under the indemnification agreement.
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Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or control persons of the
Company, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
Exclusive
Jurisdiction of Certain Actions
The
Certificate of Incorporation and the Bylaws require, to the fullest extent permitted by law, unless we consent in writing to the selection
of an alternative forum, that derivative actions brought in the name of our company, actions against directors, officers and employees
for breach of fiduciary duty, actions asserting a claim arising pursuant to any provision of the DGCL or the Certificate of Incorporation
or the Bylaws, actions to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the Bylaws and actions
asserting a claim against us governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware
and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such
stockholder’s counsel. Although we believe these provisions benefit us by providing increased consistency in the application of
Delaware law in the types of lawsuits to which it applies, the provisions may have the effect of discouraging lawsuits against our directors
and officers.
In
addition, the Bylaws require that, unless we consent in writing to the selection of an alternative forum, the federal district courts
of the United States are the sole and exclusive forum for resolving any action asserting a claim arising under the Securities Act.
The
forgoing provisions will not apply to any claims arising under the Exchange Act or any claim for which the federal district courts of
the United States are the sole and exclusive forum.
Transfer
Agent
The
transfer agent for our common stock is Continental Stock Transfer & Trust Company.
Listing
Our
common stock is listed on the Nasdaq Capital Market under the symbol “VELO.”
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DESCRIPTION
OF DEBT SECURITIES
General
We
will issue the debt securities offered by this prospectus and any accompanying prospectus supplement under an indenture to be entered
into between us and the trustee identified in the applicable prospectus supplement. The terms of the debt securities will include those
stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as in effect on the date
of the indenture. We have filed a copy of the form of indenture as an exhibit to the registration statement in which this prospectus
is included, which we refer to as the “ base indenture ,” and supplemental indentures and forms of debt securities containing
the terms of the debt securities being offered and sold will be filed as exhibits to the registration statement and/or will be incorporated
by reference from reports that we file with the SEC. The actual base indenture we enter into in connection with an offering of debt securities
may differ significantly from the form of base indenture we have filed. The base indenture, as amended or supplemented from time to time
by one or more supplemental indentures, is referred to below collectively as the “ indenture .” The indenture will be
subject to and governed by the terms of the Trust Indenture Act of 1939.
We
may offer under this prospectus up to an aggregate principal amount of $500,000,000 in debt securities, or if debt securities are issued
at a discount, or in a foreign currency, foreign currency units or composite currency, the principal amount as may be sold for an aggregate
public offering price of up to $500,000,000. Unless otherwise specified in the applicable prospectus supplement, the debt securities
will represent our direct, unsecured obligations and will rank equally with all of our other unsecured indebtedness.
We
may issue the debt securities in one or more series with the same or various maturities, at par, at a premium, or at a discount. We will
describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which we will file
with the SEC. The prospectus supplement relating to the particular series of debt securities being offered will specify the particular
amounts, prices and terms of those debt securities. These terms may include:
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the title
of the series; |
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the aggregate
principal amount, and, if a series, the total amount authorized and the total amount outstanding; |
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the issue
price or prices, expressed as a percentage of the aggregate principal amount of the debt securities; |
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any limit
on the aggregate principal amount; |
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the date
or dates on which principal is payable; |
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the interest
rate or rates (which may be fixed or variable) or, if applicable, the method used to determine such rate or rates; |
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the date
or dates from which interest, if any, will be payable and any regular record date for the interest payable; |
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the place
or places where principal and, if applicable, premium and interest, is payable; |
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the terms
and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities; |
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the denominations
in which such debt securities may be issuable, if other than denominations of $1,000 or any integral multiple of that number; |
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whether the
debt securities are to be issuable in the form of certificated securities (as described below) or global securities (as described
below); |
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the portion
of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount
of the debt securities; |
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the currency
of denomination; |
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the designation
of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made; |
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if payments
of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency
units other than the currency of denomination, the manner in which the exchange rate with respect to such payments will be determined; |
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if amounts
of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies
or by reference to a commodity, commodity index, stock exchange index or financial index, then the manner in which such amounts will
be determined; |
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the provisions,
if any, relating to any collateral provided for such debt securities; |
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any addition
to or change in the covenants and/or the acceleration provisions described in this prospectus or in the base indenture; |
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any events
of default, if not otherwise described below under “Events of Default”; |
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the terms
and conditions, if any, for conversion into or exchange for shares of our common stock or preferred stock; |
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any depositaries,
interest rate calculation agents, exchange rate calculation agents or other agents; and |
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the terms
and conditions, if any, upon which the debt securities shall be subordinated in right of payment to our other indebtedness. |
We
may issue discount debt securities that provide for an amount less than the stated principal amount to be due and payable upon acceleration
of the maturity of such debt securities in accordance with the terms of the indenture. We may also issue debt securities in bearer form,
with or without coupons. If we issue discount debt securities or debt securities in bearer form, we will describe material U.S. federal
income tax considerations and other material special considerations which apply to these debt securities in the applicable prospectus
supplement.
We
may issue debt securities denominated in or payable in a foreign currency or currencies or a foreign currency unit or units. If we do,
we will describe the restrictions, elections, and general tax considerations relating to the debt securities and the foreign currency
or currencies or foreign currency unit or units in the applicable prospectus supplement.
Debt
securities offered under this prospectus and any prospectus supplement may be subordinated in right of payment to certain of our outstanding
senior indebtedness. In addition, we will seek the consent of the holders of any such senior indebtedness prior to issuing any debt securities
under this prospectus to the extent required by the agreements evidencing such senior indebtedness.
Registrar
and Paying Agent
The
debt securities may be presented for registration of transfer or for exchange at the corporate trust office of the security registrar
or at any other office or agency that we maintain for those purposes. In addition, the debt securities may be presented for payment of
principal, interest and any premium at the office of the paying agent or at any office or agency that we maintain for those purposes.
Conversion
or Exchange Rights
Debt
securities may be convertible into or exchangeable for shares of our common stock. The terms and conditions of conversion or exchange
will be stated in the applicable prospectus supplement. The terms will include, among others, the following:
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the conversion
or exchange price; |
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the conversion
or exchange period; |
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provisions
regarding the convertibility or exchangeability of the debt securities, including who may convert or exchange; |
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events requiring
adjustment to the conversion or exchange price; |
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provisions
affecting conversion or exchange in the event of our redemption of the debt securities; and |
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any anti-dilution
provisions, if applicable. |
Registered
Global Securities
If
we decide to issue debt securities in the form of one or more global securities, then we will register the global securities in the name
of the depositary for the global securities or the nominee of the depositary, and the global securities will be delivered by the trustee
to the depositary for credit to the accounts of the holders of beneficial interests in the debt securities.
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The
prospectus supplement will describe the specific terms of the depositary arrangement for debt securities of a series that are issued
in global form. None of us, the trustee, any payment agent or the security registrar will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial ownership interests in a global debt security or for maintaining,
supervising or reviewing any records relating to these beneficial ownership interests.
No
Protection in the Event of Change of Control
The
base indenture does not have any covenants or other provisions providing for a put or increased interest or otherwise that would afford
holders of our debt securities additional protection in the event of a recapitalization transaction, a change of control or a highly
leveraged transaction. If we offer any covenants or provisions of this type with respect to any debt securities covered by this prospectus,
we will describe them in the applicable prospectus supplement.
Covenants
Unless
otherwise indicated in this prospectus or the applicable prospectus supplement, our debt securities will not have the benefit of any
covenants that limit or restrict our business or operations, the pledging of our assets or the incurrence by us of indebtedness. We will
describe in the applicable prospectus supplement any material covenants in respect of a series of debt securities.
Merger,
Consolidation or Sale of Assets
The
form of base indenture provides that we will not consolidate with or merge into any other person or convey, transfer, sell or lease our
properties and assets substantially as an entirety to any person, unless:
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we
are the surviving person of such merger or consolidation, or if we are not the surviving person, the person formed by the consolidation
or into or with which we are merged or the person to which our properties and assets are conveyed, transferred, sold or leased, is
a corporation organized and existing under the laws of the U.S., any state or the District of Columbia or a corporation or comparable
legal entity organized under the laws of a foreign jurisdiction and has expressly assumed all of our obligations, including the payment
of the principal of and, premium, if any, and interest on the debt securities and the performance of the other covenants under the
indenture; and |
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immediately
before and immediately after giving effect to the transaction on a pro forma basis, no event of default, and no event which, after
notice or lapse of time or both, would become an event of default, has occurred and is continuing under the indenture. |
Events
of Default
Unless
otherwise specified in the applicable prospectus supplement, the following events will be events of default under the indenture with
respect to debt securities of any series:
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we fail to
pay any principal or premium, if any, when it becomes due; |
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we fail to
pay any interest within 30 days after it becomes due; |
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we fail to
observe or perform any other covenant in the debt securities or the indenture for 90 days after written notice specifying the failure
from the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities of that series;
and |
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certain events
involving bankruptcy, insolvency or reorganization of us or any of our significant subsidiaries |
The
trustee may withhold notice to the holders of the debt securities of any series of any default, except in payment of principal of or
premium, if any, or interest on the debt securities of a series, if the trustee considers it to be in the best interest of the holders
of the debt securities of that series to do so.
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If
an event of default (other than an event of default resulting from certain events of bankruptcy, insolvency or reorganization) occurs,
and is continuing, then the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding debt securities
of any series may accelerate the maturity of the debt securities. If this happens, the entire principal amount, plus the premium, if
any, of all the outstanding debt securities of the affected series plus accrued interest to the date of acceleration will be immediately
due and payable. At any time after the acceleration, but before a judgment or decree based on such acceleration is obtained by the trustee,
the holders of a majority in aggregate principal amount of outstanding debt securities of such series may rescind and annul such acceleration
if:
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all events
of default (other than nonpayment of accelerated principal, premium or interest) have been cured or waived; |
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all lawful
interest on overdue interest and overdue principal has been paid; and |
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the rescission
would not conflict with any judgment or decree. |
In
addition, if the acceleration occurs at any time when we have outstanding indebtedness that is senior to the debt securities, the payment
of the principal amount of outstanding debt securities may be subordinated in right of payment to the prior payment of any amounts due
under the senior indebtedness, in which case the holders of debt securities will be entitled to payment under the terms prescribed in
the instruments evidencing the senior indebtedness and the indenture.
If
an event of default resulting from certain events of bankruptcy, insolvency or reorganization occurs, the principal, premium and interest
amount with respect to all of the debt securities of any series will be due and payable immediately without any declaration or other
act on the part of the trustee or the holders of the debt securities of that series.
The
holders of a majority in principal amount of the outstanding debt securities of a series will have the right to waive any existing default
or compliance with any provision of the indenture or the debt securities of that series and to direct the time, method and place of conducting
any proceeding for any remedy available to the trustee, subject to certain limitations specified in the indenture.
No
holder of any debt security of a series will have any right to institute any proceeding with respect to the indenture or for any remedy
under the indenture, unless:
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the holder gives to the trustee
written notice of a continuing event of default; |
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the holders of at least 25%
in aggregate principal amount of the outstanding debt securities of the affected series make a written request and offer reasonable
indemnity to the trustee to institute a proceeding as trustee; |
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the trustee fails to institute
a proceeding within 60 days after such request; and |
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the holders of a majority
in aggregate principal amount of the outstanding debt securities of the affected series do not give the trustee a direction inconsistent
with such request during such 60-day period. |
These
limitations do not, however, apply to a suit instituted for payment on debt securities of any series on or after the due dates expressed
in the debt securities.
We
will periodically deliver certificates to the trustee regarding our compliance with our obligations under the indenture.
Modification
and Waiver
From
time to time, we and the trustee may, without the consent of holders of the debt securities of one or more series, amend the indenture
or the debt securities of one or more series, or supplement the indenture, for certain specified purposes, including:
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to provide that the surviving
entity following a change of control permitted under the indenture will assume all of our obligations under the indenture and debt
securities; |
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to provide for certificated
debt securities in addition to uncertificated debt securities; |
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to comply with any requirements
of the SEC under the Trust Indenture Act of 1939; |
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to provide for the issuance
of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture; |
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to cure any ambiguity, defect
or inconsistency, or make any other change that does not materially and adversely affect the rights of any holder; and |
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to appoint a successor trustee
under the indenture with respect to one or more series. |
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From
time to time we and the trustee may, with the consent of holders of at least a majority in principal amount of an outstanding series
of debt securities, amend or supplement the indenture or the debt securities series, or waive compliance in a particular instance by
us with any provision of the indenture or the debt securities. We may not, however, without the consent of each holder affected by such
action, modify or supplement the indenture or the debt securities or waive compliance with any provision of the indenture or the debt
securities in order to:
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reduce the amount of debt
securities whose holders must consent to an amendment, supplement, or waiver to the indenture or such debt security; |
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reduce the rate of or change
the time for payment of interest or reduce the amount of or postpone the date for payment of sinking fund or analogous obligations; |
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reduce the principal of or
change the stated maturity of the debt securities; |
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make any debt security payable
in money other than that stated in the debt security; |
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change the amount or time
of any payment required or reduce the premium payable upon any redemption, or change the time before which no such redemption may
be made; |
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waive a default in the payment
of the principal of, premium, if any, or interest on the debt securities or a redemption payment; |
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waive a redemption payment
with respect to any debt securities or change any provision with respect to redemption of debt securities; or |
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take any other action otherwise
prohibited by the indenture to be taken without the consent of each holder affected by the action. |
Defeasance
of Debt Securities and Certain Covenants in Certain Circumstances
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The indenture
permits us, at any time, to elect to discharge our obligations with respect to one or more series of debt securities by following
certain procedures described in the indenture. These procedures will allow us either: |
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to defease and
be discharged from any and all of our obligations with respect to any debt securities except for the following obligations (which
discharge is referred to as “ legal defeasance ”): |
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to
register the transfer or exchange of such debt securities; |
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to
replace temporary or mutilated, destroyed, lost or stolen debt securities; |
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to
compensate and indemnify the trustee; or |
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to
maintain an office or agency in respect of the debt securities and to hold monies for payment in trust; or |
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to be released
from our obligations with respect to the debt securities under certain covenants contained in the base indenture, as well as any
additional covenants which may be contained in the applicable supplemental indenture (which release is referred to as “ covenant
defeasance ”). |
In
order to exercise either defeasance option, we must irrevocably deposit with the trustee or other qualifying trustee, in trust for that
purpose:
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money; |
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U.S. Government Obligations
(as described below) or Foreign Government Obligations (as described below) that through the scheduled payment of principal and interest
in accordance with their terms will provide money; or |
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a combination of money and/or
U.S. Government Obligations and/or Foreign Government Obligations sufficient in the written opinion of a nationally-recognized firm
of independent accountants to provide money; |
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that,
in each case specified above, provides a sufficient amount to pay the principal of, premium, if any, and interest, if any, on the debt
securities of the series, on the scheduled due dates or on a selected date of redemption in accordance with the terms of the indenture.
In
addition, defeasance may be effected only if, among other things:
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in the case of either legal
or covenant defeasance, we deliver to the trustee an opinion of counsel, as specified in the indenture, stating that as a result
of the defeasance neither the trust nor the trustee will be required to register as an investment company under the Investment Company
Act of 1940; |
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in the case of legal defeasance,
we deliver to the trustee an opinion of counsel stating that we have received from, or there has been published by, the Internal
Revenue Service a ruling to the effect that, or there has been a change in any applicable federal income tax law with the effect
that (and the opinion shall confirm that), the holders of outstanding debt securities will not recognize income, gain or loss for
U.S. federal income tax purposes solely as a result of such legal defeasance and will be subject to U.S. federal income tax on the
same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if legal
defeasance had not occurred; |
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in the case of covenant defeasance,
we deliver to the trustee an opinion of counsel to the effect that the holders of the outstanding debt securities will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of covenant defeasance and will be subject to U.S. federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if covenant defeasance had not
occurred; and |
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certain other conditions described
in the indenture are satisfied. |
If
we fail to comply with our remaining obligations under the base indenture and applicable supplemental indenture after a covenant defeasance
of the base indenture and applicable supplemental indenture, and the debt securities are declared due and payable because of the occurrence
of any undefeased event of default, the amount of money and/or U.S. Government Obligations and/or Foreign Government Obligations on deposit
with the trustee could be insufficient to pay amounts due under the debt securities of the affected series at the time of acceleration.
We will, however, remain liable in respect of these payments.
The
term “ U.S. Government Obligations ” as used in the above discussion means securities that are direct obligations of
or non-callable obligations guaranteed by the United States of America for the payment of which obligation or guarantee the full faith
and credit of the United States of America is pledged.
The
term “ Foreign Government Obligations ” as used in the above discussion means, with respect to debt securities of any
series that are denominated in a currency other than U.S. dollars, (1) direct obligations of the government that issued or caused to
be issued such currency for the payment of which obligations its full faith and credit is pledged or (2) obligations of a person controlled
or supervised by or acting as an agent or instrumentality of such government the timely payment of which is unconditionally guaranteed
as a full faith and credit obligation by that government, which in either case under clauses (1) or (2), are not callable or redeemable
at the option of the issuer.
Regarding
the Trustee
We
will identify the trustee with respect to any series of debt securities in the prospectus supplement relating to the applicable debt
securities. You should note that if the trustee becomes a creditor of ours, the indenture and the Trust Indenture Act of 1939 limit the
rights of the trustee to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such
claim, as security or otherwise. The trustee and its affiliates may engage in, and will be permitted to continue to engage in, other
transactions with us and our affiliates. If, however, the trustee acquires any “conflicting interest” within the meaning
of the Trust Indenture Act of 1939, it must eliminate such conflict or resign.
The
holders of a majority in principal amount of the then outstanding debt securities of any series may direct the time, method and place
of conducting any proceeding for exercising any remedy available to the trustee. If an event of default occurs and is continuing, the
trustee, in the exercise of its rights and powers, must use the degree of care and skill of a prudent person in the conduct of his or
her own affairs. Subject to that provision, the trustee will be under no obligation to exercise any of its rights or powers under the
indenture at the request of any of the holders of the debt securities, unless they have offered to the trustee reasonable indemnity or
security.
No
Individual Liability of Incorporators, Stockholders, Officers or Directors
The
indenture provides that no incorporator and no past, present or future stockholder, officer or director of our company or any successor
corporation in those capacities will have any individual liability for any of our obligations, covenants or agreements under the debt
securities or the indenture.
Governing
Law
The
indenture and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York.
22 |
DESCRIPTION
OF WARRANTS
As
of April 3, 2026, we had outstanding warrants to purchase an aggregate of 36,892 shares of our common stock with a weighted average
exercise price of $4,154.74 per share. These warrants may be exercised at any time and from time to time, in whole or in
part.
The
following summary sets forth certain material terms and provisions of (i) our outstanding warrants to purchase 16,429 shares of common
stock (the “ public warrants ”) that we issued in our initial public offering, consummated on December 7, 2020, of 65,715
units (including 8,572 units that were issued to the underwriters in connection with the exercise in full of their over-allotment option)
at $5,250.00 per unit (“ IPO ”); and (ii) our outstanding warrants to purchase 8,477 shares of common stock that we
issued in a private placement to Spitfire Sponsor LLC, a Delaware limited liability company (the “ Sponsor ”), in connection
with the IPO (the “ private placement warrants ”). The public warrants and the private placement warrants are governed
by a warrant agreement (the “ Warrant Agreement ”), which is incorporated by reference as an exhibit to the registration
statement of which this prospectus forms a part.
The
public warrants are quoted on the OTC Pink under the symbol “VLDXW.” Any over-the-counter
market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.
The
private placement warrants are registered for public resale pursuant to our registration statement on Form S-1 filed with the SEC on
October 21, 2021 (File No. 333-260415).
In
addition, the following summary sets forth certain terms and provisions of the additional warrants we may offer pursuant to this prospectus.
Existing
Warrants
Public
Warrants
Each
whole warrant entitles the registered holder to purchase one share of common stock at a price of $6,037.50 per share, subject to adjustment
as discussed below, at any time commencing on December 7, 2021, provided in each case that we have an effective registration statement
under the Securities Act covering the common stock issuable upon exercise of the warrants and a current prospectus relating to them is
available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the Warrant Agreement)
and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence
of the holder. Pursuant to the Warrant Agreement, a warrant holder may exercise its warrants only for a whole number of shares of common
stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon
separation of the units, and only whole warrants will trade. The warrants will expire September 29, 2026, at 5:00 p.m., New York City
time, or earlier upon redemption or liquidation.
We
will not be obligated to deliver any shares of common stock pursuant to the exercise of a warrant and will have no obligation to settle
such warrant exercise unless a registration statement under the Securities Act with respect to the common stock underlying the warrants
is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect
to registration, or a valid exemption from registration is available. No warrant will be exercisable and we will not be obligated to
issue a share of common stock upon exercise of a warrant unless the share of common stock issuable upon such warrant exercise has been
registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of
such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will
we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants,
the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of common stock
underlying such unit.
23 |
We
have agreed to file with the SEC a registration statement covering the shares of common stock issuable upon exercise of the warrants,
to cause such registration statement to become effective, and to maintain the effectiveness of such registration statement and a current
prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified in the Warrant Agreement,
provided that if our shares of common stock are at the time of any exercise of a warrant not listed on a national securities exchange
such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our
option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with
Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration
statement. During any period when we will have failed to maintain an effective registration statement, warrant holders may exercise warrants
on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but we will use our
best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
Redemption
of Warrants When the Price Per Share of Common Stock Equals or Exceeds $9,450.00
We
may call the warrants for redemption:
|
a. |
in
whole and not in part; |
|
|
|
|
b. |
at
a price of $5.25 per warrant; |
|
|
|
|
c. |
upon
not less than 30 days’ prior written notice of redemption to each warrant holder; and |
|
|
|
|
d. |
if,
and only if, the closing price of the common stock equals or exceeds $9,450.00 per share (as adjusted for share splits, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading
day prior to the date on which notice of the redemption is given to the warrant holder. |
If
and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the
underlying securities for sale under all applicable state securities laws.
We
have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the
call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption
of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However,
the price of the shares of common stock may fall below the $9,450.00 redemption trigger price (as adjusted for share splits, share capitalizations,
reorganizations, recapitalizations and the like) as well as the $6,037.50 (for whole shares) warrant exercise price after the redemption
notice is issued.
Redemption
of Warrants When the Price Per Share of Common Stock Equals or Exceeds $5,250.00
We
may redeem the outstanding warrants:
|
● |
in
whole and not in part; |
|
● |
at
$52.50 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise
their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below,
based on the redemption date and the “fair market value” of our shares of common stock, except as otherwise described
below; |
|
● |
if,
and only if, the closing price of the shares of our common stock equals or exceeds $5,250.00 per share (as adjusted for share subdivisions,
share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day before we send the notice
of redemption to the warrant holders; |
|
● |
if,
and only if, the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public
warrants, as described above; and |
|
● |
if,
and only if, there is an effective registration statement covering the issuance of our common stock issuable upon exercise of the
warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. |
24 |
The
numbers in the table below represent the number of shares of common stock that a warrant holder will receive upon exercise in connection
with a redemption by us pursuant to this redemption feature, based on the “fair market value” of the common stock on the
corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $52.50 per warrant),
determined based on volume weighted average price of the shares of common stock as reported during the 10 trading days ending on the
third trading day prior to the date on which the notice of redemption is sent to the holders of warrants, and the number of months that
the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below.
The
share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares of common
stock issuable upon exercise of a warrant is adjusted as set forth below in the first three paragraphs discussing anti-dilution adjustments.
The adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction,
the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator
of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall
be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant.
| |
Fair Market Value of Common Stock | |
Redemption Date
(period to expiration of warrants)
| |
≤$5,250.00 | | |
$5,775 | | |
$6,300 | | |
$6,825 | | |
$7,350 | | |
$7,875 | | |
$8,400 | | |
$8,925 | | |
≥$9,450.00 | |
57 months | |
| 135.10 | | |
| 145.60 | | |
| 154.35 | | |
| 162.75 | | |
| 170.10 | | |
| 177.10 | | |
| 182.70 | | |
| 187.95 | | |
| 191.80 | |
54 months | |
| 132.30 | | |
| 142.80 | | |
| 152.95 | | |
| 161.35 | | |
| 169.05 | | |
| 176.05 | | |
| 182.35 | | |
| 187.60 | | |
| 191.80 | |
51 months | |
| 129.15 | | |
| 140.70 | | |
| 150.85 | | |
| 159.60 | | |
| 168.00 | | |
| 175.00 | | |
| 181.65 | | |
| 187.60 | | |
| 191.80 | |
48 months | |
| 126.70 | | |
| 138.25 | | |
| 148.75 | | |
| 158.20 | | |
| 166.60 | | |
| 174.30 | | |
| 180.60 | | |
| 186.90 | | |
| 191.80 | |
45 months | |
| 123.55 | | |
| 135.45 | | |
| 146.65 | | |
| 156.45 | | |
| 165.55 | | |
| 173.25 | | |
| 180.25 | | |
| 186.90 | | |
| 191.80 | |
42 months | |
| 119.70 | | |
| 132.30 | | |
| 143.85 | | |
| 154.35 | | |
| 163.80 | | |
| 172.20 | | |
| 179.55 | | |
| 186.55 | | |
| 191.80 | |
39 months | |
| 116.20 | | |
| 129.15 | | |
| 141.40 | | |
| 152.25 | | |
| 162.40 | | |
| 170.80 | | |
| 178.50 | | |
| 185.85 | | |
| 191.80 | |
36 months | |
| 112.00 | | |
| 125.65 | | |
| 138.25 | | |
| 149.80 | | |
| 160.30 | | |
| 169.75 | | |
| 178.15 | | |
| 185.50 | | |
| 191.80 | |
33 months | |
| 107.80 | | |
| 121.80 | | |
| 135.10 | | |
| 147.00 | | |
| 158.20 | | |
| 168.00 | | |
| 177.10 | | |
| 184.80 | | |
| 191.80 | |
30 months | |
| 102.90 | | |
| 117.60 | | |
| 131.25 | | |
| 143.85 | | |
| 156.10 | | |
| 165.90 | | |
| 176.05 | | |
| 184.45 | | |
| 191.80 | |
27 months | |
| 97.30 | | |
| 112.35 | | |
| 127.05 | | |
| 140.70 | | |
| 152.95 | | |
| 164.50 | | |
| 174.30 | | |
| 183.75 | | |
| 191.80 | |
24 months | |
| 91.00 | | |
| 107.10 | | |
| 122.50 | | |
| 136.50 | | |
| 149.80 | | |
| 161.70 | | |
| 172.90 | | |
| 182.70 | | |
| 191.80 | |
21 months | |
| 84.70 | | |
| 101.50 | | |
| 117.25 | | |
| 132.30 | | |
| 146.65 | | |
| 159.60 | | |
| 171.15 | | |
| 182.35 | | |
| 191.80 | |
18 months | |
| 76.65 | | |
| 94.15 | | |
| 110.95 | | |
| 127.05 | | |
| 142.45 | | |
| 156.45 | | |
| 169.05 | | |
| 181.30 | | |
| 191.80 | |
15 months | |
| 68.25 | | |
| 86.10 | | |
| 103.60 | | |
| 120.75 | | |
| 137.55 | | |
| 152.95 | | |
| 166.60 | | |
| 179.55 | | |
| 191.80 | |
12 months | |
| 58.45 | | |
| 76.65 | | |
| 95.20 | | |
| 113.40 | | |
| 131.25 | | |
| 148.05 | | |
| 163.80 | | |
| 178.15 | | |
| 191.80 | |
9 months | |
| 47.25 | | |
| 65.80 | | |
| 85.05 | | |
| 104.65 | | |
| 124.60 | | |
| 142.80 | | |
| 160.30 | | |
| 176.40 | | |
| 191.80 | |
6 months | |
| 34.30 | | |
| 52.15 | | |
| 72.10 | | |
| 93.45 | | |
| 115.15 | | |
| 136.15 | | |
| 155.40 | | |
| 173.95 | | |
| 191.80 | |
3 months | |
| 17.85 | | |
| 34.30 | | |
| 54.60 | | |
| 78.75 | | |
| 103.60 | | |
| 127.75 | | |
| 150.15 | | |
| 171.15 | | |
| 191.80 | |
0 months | |
| - | | |
| - | | |
| 22.05 | | |
| 60.55 | | |
| 94.15 | | |
| 122.50 | | |
| 147.70 | | |
| 169.75 | | |
| 191.80 | |
The
exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between
two values in the table or the redemption date is between two redemption dates in the table, the number of shares of common stock to
be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the
higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365- or 366- day year, as applicable.
For example, if the volume weighted average price of the shares of common stock as reported during the 10 trading days ending on the
third trading day prior to the date on which the notice of redemption is sent to the holders of the warrants is $5,775.00 per share,
and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption
feature, exercise their warrants for 145.425 shares of common stock for each whole warrant. For an example where the exact fair market
value and redemption date are not as set forth in the table above, if the volume weighted average price of the shares of common stock
as reported during the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to
the holders of the warrants is $7,087.50 per share, and at such time there are 38 months until the expiration of the warrants, holders
may choose to, in connection with this redemption feature, exercise their warrants for 156.45 shares of common stock for each whole warrant.
In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 191.625 shares
of common stock per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and
about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature,
since they will not be exercisable for any shares of common stock.
25 |
This
redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the shares of common stock are trading
at or above $5,250.00 per share, which may be at a time when the trading price of our shares of common stock is below the exercise price
of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants
having to reach the $9,450.00 per share threshold set forth above. Holders choosing to exercise their warrants in connection with a redemption
pursuant to this feature will, in effect, receive a number of shares of common stock for their warrants based on an option pricing model
with a fixed volatility input. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding
warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been
exercised or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption
right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so.
As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove
the warrants and pay the redemption price to the warrant holders.
As
stated above, we can redeem the warrants when the shares of common stock are trading at a price starting at $5,250.00, which is below
the exercise price of $6,037.50, because it will provide certainty with respect to our capital structure and cash position while providing
warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose
to redeem the warrants when the shares of common stock are trading at a price below the exercise price of the warrants, this could result
in the warrant holders receiving fewer shares of common stock than they would have received if they had chosen to wait to exercise their
warrants for shares of common stock if and when such shares were trading at a price higher than the exercise price of $6,037.50.
No
fractional shares of common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional
interest in a share, we will round down to the nearest whole number of the number of shares of common stock to be issued to the holder.
If, at the time of redemption, the warrants are exercisable for a security other than the shares of common stock pursuant to the Warrant
Agreement, the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than
the shares of common stock, we (or surviving company) will use our commercially reasonable efforts to register under the Securities Act
the security issuable upon the exercise of the warrants.
If
we call the warrants for redemption when the price per share of common stock equals or exceeds $9,450.00, our management will have the
option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis” beginning on
the third trading day prior to the date on which notice of the redemption is given to the holders of warrants. In determining whether
to require all holders to exercise their warrants on a “cashless basis,” our management will consider, among other factors,
our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number
of shares of common stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of
warrants would pay the exercise price by surrendering their warrants for that number of shares equal to