Velo3D (VLD) Enters Second Note Amendment

On April 1, 2024, Velo3D (NYSE: VLD) entered into a second note amendment, dated as of March 31, 2024 (the “Second Note Amendment”), to its senior secured notes due 2026 (as amended, the “Notes”) with High Trail Investments ON LLC and an affiliated institutional investor (the “Investors”) and U.S. Bank Trust Company, National Association, as trustee. Pursuant to the Second Note Amendment, the Company agreed to (A) make a cash payment of $5.5 million on April 1, 2024 to redeem approximately $4.2 million of aggregate principal amount of the Notes, together with accrued and unpaid interest, and (B) a cash payment of $5.5 million on April 15, 2024 to repay approximately $4.6 million of principal of the Notes, together with accrued and unpaid interest.

Letter Agreement and Warrants

In connection with the Second Note Amendment, on April 1, 2024, the Company also entered into a letter agreement, dated as of March 31, 2024 (the “Letter Agreement”), with the Investors pursuant to which the Company issued to the Investors warrants (the “Warrants”) to purchase 21,949,079 shares of the Company’s common stock, par value $0.00001 per share (the “Warrants Shares”). The Warrants will become exercisable 45 days after the original issuance date (the “Initial Exercise Date”), will be exercisable at an exercise price of $0.4556 per share and will expire on the one year anniversary of the later of (i) the Initial Exercise Date and (ii) the date on which the Resale Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “SEC”). The Investors may exercise the Warrants by paying the exercise in cash or by reducing the outstanding principal amount under the Notes by an amount equal to the quotient of (A) the amount of the exercise price divided by (B) 1.20. The Warrants may also be exercised on a cashless basis under certain circumstances.

The Warrants were issued to the Investors, and any Warrant Shares will be issued to the Investors, pursuant to the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D as promulgated by the SEC under the Securities Act. Pursuant to the Letter Agreement, the Company has agreed to file with the SEC a registration statement (the “Resale Registration Statement”) as soon as practicable but in no event later than forty-five (45) days after the issuance date of the Warrants to register the resale of the Warrant Shares.

The Letter Agreement contain customary representations, warranties and agreements by the Company, indemnification obligations of the Company, and other obligations of the parties.

You May Also Be Interested In

• Nutrien warns shareholders about below-market mini-tender offer
• Healthcare Triangle raises $3.6 million through convertible note offering
• Capital Clean Energy Carriers forms joint venture with CMA CGM for LNG vessel