Velo3D, Inc. Announces Amendment to Senior Secured Convertible Promissory Notes

Key Highlights for Investors

• On March 4, 2026, Velo3D, Inc. (trading symbol: VELO on NASDAQ) entered into amendments for its senior secured convertible promissory notes issued in January 2025 and February 2025.
• The amendments allow the noteholder the right, at their option, to convert all or any portion of the outstanding principal and accrued interest into common stock of Velo3D, Inc. at a fixed price.
• The conversion price (“Strike Price”) is set at \$16.38 per share for the January 2025 Note.
• The amendments are effective immediately and remain in force except as specifically modified.
• These changes expand the flexibility for noteholders to convert debt into equity, which can potentially affect the company’s share structure and market dynamics.

Details of the Material Definitive Agreement

Velo3D, Inc. disclosed in its Form 8-K filing that it has entered into amendments (collectively, the “Amendments”) to its Senior Secured Convertible Promissory Notes (the “Notes”) originally issued in January 2025 and February 2025. The counterparty to these amendments is Arrayed Notes Acquisition Corp.

Amendment to the January 2025 Note

• The Amendment provides the holder with the right, at any time and from time to time, to convert all or any portion of the outstanding principal amount of the Note, together with accrued and unpaid interest, into shares of Velo3D, Inc.’s common stock, par value \$0.00001 per share.
• The Strike Price for conversion is \$16.38 per share.
• “Common Shares” refers to the company’s common stock listed on NASDAQ under the trading symbol “VELO.”

Amendment to the February 2025 Note

• The structure for conversion is similarly amended, allowing the noteholder an option to convert under specified events—such as a successful listing on a national securities exchange or the occurrence of an event of default.
• The holder may convert all or any portion of the principal and accrued interest into common shares under these conditions.

Potential Impact for Shareholders

• Equity Dilution Risk: The amendments enable noteholders to convert debt to equity at a predetermined price. If exercised, this could increase the number of shares outstanding and dilute existing shareholders’ ownership.
• Potential Share Price Impact: The conversion feature at a fixed price may serve as a valuation anchor or ceiling, especially if the market price approaches or exceeds the strike price. Market participants might anticipate dilution, which can influence short-term trading sentiment.
• Balance Sheet Effects: If conversion occurs, the company’s debt load will decrease, potentially strengthening the balance sheet by reducing leverage, but at the expense of equity dilution.
• No Immediate Conversion Mandate: The amendments do not require immediate conversion but give the noteholder the flexibility to convert at their discretion, adding an element of uncertainty to the company’s future share count.
• No Other Changes: All other provisions of the Notes remain in full force and effect except as specifically amended.

Exhibits and Further Information

The full text of the January 2025 Note Amendment and the February 2025 Note Amendment have been filed as Exhibits 10.1 and 10.2 to the Company’s Current Report on Form 8-K and are incorporated by reference therein.

Caution for Investors

• Shareholders should monitor the company’s filings and announcements for any subsequent conversions, as these could affect the stock’s supply and demand dynamics.
• Investors should consider the risk of dilution versus the potential improvement in the company’s capital structure.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with their financial advisor before making any investment decisions. The information presented is based on the company’s public filings with the SEC as of March 4, 2026, and is subject to change without notice.

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