---
schema_version: "secwatch.filing_event.v1"
accession: "0001825079-23-000028"
form_type: "8-K"
ticker: "VELO"
cik: "0001825079"
company_name: "Velo3D, Inc."
filed_at: "2023-08-15T23:59:59+00:00"
generated_at: "2026-06-11T09:36:47.133257+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Velo3D raises $70M via senior secured convertible notes; repays $22M SVB loan

## Summary
- Issued $70M initial senior secured convertible notes (6% interest, maturing August 1, 2026) with option for additional $35M.
- Net proceeds ~$66M; used ~$22M to repay and terminate SVB loan agreement.
- Notes convertible at ~$2.10/share; secured by company assets including IP.
- Covenants require maintaining $30M cash and minimum quarterly revenue through June 2026.
- Officers and directors entered 90-day lock-up and voting agreements to approve stock issuance.

## SEC filing metadata
- accession: 0001825079-23-000028
- form_type: 8-K
- ticker: VELO
- cik: 0001825079
- company_name: Velo3D, Inc.
- filed_at: 2023-08-15T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 1.02, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1825079/000182507923000028/0001825079-23-000028-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1825079/000182507923000028/vld-20230810.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001825079-23-000028
- JSON: https://secwatch.observer/filing/0001825079-23-000028.json
- Plain text: https://secwatch.observer/filing/0001825079-23-000028.txt

## Key facts
- Debt Financings
  Velo3D, Inc. incurred senior notes of $70,000,000 aggregate principal amount with High Trail Investments ON LLC at 6.00% per annum maturing August 1, 2026.
  - Instrument: senior notes
  - Principal: $70,000,000 aggregate principal amount
  - Counterparty: High Trail Investments ON LLC
  - Rate: 6.00% per annum
  - Maturity: August 1, 2026
  - Event: incurrence
  source text: the “Purchasers”) pursuant to which the Company agreed to issue and sell, in a registered public offering by the Company directly to the Purchasers (the “Offering”), $70,000,000 aggregate principal amount of the Company’s senior secured convertible notes (the “Initial Notes”) at an issue price of 100.00% of their principal amount. In addition, pursuant to
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825079/000182507923000028/0001825079-23-000028-index.htm
- Material Agreements
  Velo3D, Inc. entered into Purchase Agreement with High Trail investments ON LLC and an affiliated institutional investor valued at $70,000,000 aggregate principal amount (effective 2023-08-10).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: High Trail investments ON LLC and an affiliated institutional investor
  - Value: $70,000,000 aggregate principal amount
  - Effective: 2023-08-10
  source text: On August 10, 2023, Velo3D, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with High Trail investments ON LLC and an affiliated institutional investo r (collectively, the “Purchasers”) pursuant to which the Company agreed to issue and sell, in a registered public offering by the Company directly to the Purchasers (the “Offering”), $70,000,000 aggregate principal amount of the Company’s senior secured convertible notes
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825079/000182507923000028/0001825079-23-000028-index.htm
- Material Agreements
  Velo3D, Inc. entered into Base Indenture with U.S. Bank Trust Company, National Association (effective 2023-08-14).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Effective: 2023-08-14
  source text: the Company entered into an indenture dated as of August 14, 2023 (the “Base Indenture”) between the Company and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee”), as supplemented by a first supplemental indenture dated as of August 14, 2023, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), pursuant to which the Initial Notes were, and any Additional Notes will be, issued
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825079/000182507923000028/0001825079-23-000028-index.htm
- Material Agreements
  Velo3D, Inc. entered into Placement Agent Agreement with Credit Suisse Securities (USA) LLC (effective 2023-08-10).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Credit Suisse Securities (USA) LLC
  - Effective: 2023-08-10
  source text: on August 10, 2023, the Company entered into a placement agent agreement (the “Placement Agent Agreement”) with the Placement Agent pursuant to which the Company agreed to pay the Placement Agent a cash fee equal to the greater of (i) $1,500,000 and (ii) 5.0% of the gross proceeds from the sale of the Notes
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825079/000182507923000028/0001825079-23-000028-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.