Velo3D, Inc. (NYSE: VLD) (the “Company” or “Velo3D”), a leading
metal additive manufacturing technology company for
mission-critical parts, today announced it has entered into
securities purchase agreements with an existing lender of the
Company and new institutional investors for the purchase and sale
of 36,000,000 shares of common stock and warrants to purchase up to
an aggregate of 36,000,000 shares of common stock at an offering
price of $0.50 per share and accompanying warrant. The warrants are
immediately exercisable at an exercise price of $0.565 per share,
and expire five years after the date of issuance.
Gross proceeds to the Company are expected to be approximately
$18 million, before deducting placement agent fees and other
estimated offering expenses. The Company intends to use the net
proceeds from the offering for working capital, capital
expenditures and general corporate purposes.
The closing of the offering is expected to occur on or about
December 29, 2023, subject to the satisfaction of customary closing
conditions. A.G.P./Alliance Global Partners is acting as sole
placement agent for the offering.
The securities described above are being offered pursuant to a
shelf registration statement on Form S-3 (File No. 333-268346),
originally filed with the Securities and Exchange Commission (the
“SEC”) on November 14, 2022, which was declared effective by the
SEC on November 21, 2022. The offering is being made only by means
of a written prospectus and accompanying prospectus supplement,
forming a part of the effective registration statement. Electronic
copies of the final prospectus supplement and accompanying
prospectus may be obtained, when available, on the SEC's website at
http://www.sec.gov. Copies of the final prospectus supplement and
the accompanying prospectus may also be obtained from
A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor,
New York, NY 10022, by telephone at (212) 624-2060, or by email at
prospectus@allianceg.com.
The Company also has entered into a note amendment to the
Secured Notes with the note holders, pursuant to which (A) the
Company will make a cash payment to the note holders of $25.0
million to repay approximately $20.8 million of aggregate principal
amount of the Secured Notes, together with accrued and unpaid
interest (the “Cash Payment”), and (B) effective as of the
completion of the Cash Payment, the Secured Notes will be amended
to, among other things, (i) remove the requirement to redeem an
aggregate of $8,750,000 of principal amount of Secured Notes for a
repayment price of $10,500,000, plus accrued and unpaid interest,
on January 1, 2024, and (ii) remove the requirement to maintain a
minimum of $35.0 million of unrestricted cash and cash equivalents.
The Company expects to make the Cash Payment on or about December
29, 2023.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Velo3D:
Velo3D is a metal 3D printing technology company. 3D
printing—also known as additive manufacturing (AM)—has a unique
ability to improve the way high-value metal parts are built.
However, legacy metal AM has been greatly limited in its
capabilities since its invention almost 30 years ago. This has
prevented the technology from being used to create the most
valuable and impactful parts, restricting its use to specific
niches where the limitations were acceptable.
Velo3D has overcome these limitations so engineers can design
and print the parts they want. The company’s solution unlocks a
wide breadth of design freedom and enables customers in space
exploration, aviation, power generation, energy, and semiconductor
to innovate the future in their respective industries. Using
Velo3D, these customers can now build mission-critical metal parts
that were previously impossible to manufacture. The fully
integrated solution includes the Flow print preparation software,
the Sapphire family of printers, and the Assure quality control
system—all of which are powered by Velo3D’s Intelligent Fusion
manufacturing process. The company delivered its first Sapphire
system in 2018 and has been a strategic partner to innovators such
as SpaceX, Honeywell, Honda, Chromalloy, and Lam Research. Velo3D
has been named as one of Fast Company’s Most Innovative Companies
for 2023.
Forward-Looking Statements:
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1996. The Company’s actual
results may differ from its expectations, estimates and projections
and consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as “expect”,
“estimate”, “project”, “budget”, “forecast”, “anticipate”,
“intend”, “plan”, “may”, “will”, “could”, “should”, “believes”,
“predicts”, “potential”, “continue”, and similar expressions are
intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, statements
regarding the timing, size and expected gross proceeds of the
offering, the satisfaction of customary closing conditions related
to the offering and sale of securities, the Company’s ability to
complete the offering, the timing of the Cash Payment and the
Company’s other expectations, hopes, beliefs, intentions, or
strategies for the future. These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially from the expected results. You should
carefully consider the risks and uncertainties described in the
documents filed by the Company from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Most of these factors are outside the Company’s control and are
difficult to predict. The Company cautions not to place undue
reliance upon any forward-looking statements, including
projections, which speak only as of the date made. The Company does
not undertake or accept any obligation to release publicly any
updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions,
or circumstances on which any such statement is based.
Velo, Velo3D, Sapphire, and Intelligent Fusion, are registered
trademarks of Velo3D, Inc. Without Compromise, Flow and Assure, are
trademarks of Velo3D, Inc.
All Rights Reserved © Velo3D, Inc.
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version on businesswire.com: https://www.businesswire.com/news/home/20231228882539/en/
Media Contact: Dan Sorensen, Senior Director of Public Relations
press@velo3d.com
Investor Relations: Bob Okunski, VP Investor Relations
investors@velo3d.com
Velo3D (NYSE:VLD)
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