{"schema_version":"secwatch.filing_event.v1","accession":"0001825079-23-000048","form_type":"8-K","ticker":"VELO","cik":"0001825079","company_name":"Velo3D, Inc.","filed_at":"2023-11-28T23:59:59+00:00","discovered_at":"2026-05-14T18:03:30.771455+00:00","generated_at":"2026-06-07T21:08:15.761571+00:00","sec_items":["1.01","2.03","3.02","7.01","9.01"],"event_type":"debt","sentiment":"negative","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Velo3D restructures debt; pays $15M, issues $57.5M notes & 10M shares; withdraws guidance, going concern","bullets":["Exchanged $57.5M of Prior Notes for new 6% Exchange Notes due Aug 2026 and 10M shares of common stock; paid $15M cash to repay $12.5M principal plus interest.","New notes require minimum $35M unrestricted cash and a monthly cash burn covenant; quarterly mandatory redemptions of $8.75M principal at 120% price starting Jan 2024.","Withdrew Q4 and FY2023 revenue and gross margin guidance citing continued booking delays and uncertainty from noteholder negotiations.","Company confirms exchange does not resolve substantial doubt about going concern; expects to need additional near-term financing to fund operations.","Officers and directors agreed to vote their shares to approve the issuance of shares underlying the Exchange Notes via Voting Agreements."],"urls":{"canonical":"https://secwatch.observer/filing/0001825079-23-000048","json":"https://secwatch.observer/filing/0001825079-23-000048.json","markdown":"https://secwatch.observer/filing/0001825079-23-000048.md","text":"https://secwatch.observer/filing/0001825079-23-000048.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1825079/000182507923000048/0001825079-23-000048-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1825079/000182507923000048/vld-20231128.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T21:08:15.761571+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3deeac8bbda4afbc0a05a5f83f5b891deec52862","claim":"Velo3D, Inc. incurred senior notes of $57.5 million aggregate principal amount of new senior secured notes with High Trail Investments ON LLC and an affiliated institutional investor.","evidence_excerpt":"the remaining Prior Notes will be exchanged for (A) $57.5 million aggregate principal amount of new senior secured notes (the “Exchange Notes”)","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1825079/000182507923000048/0001825079-23-000048-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"senior notes"},{"label":"Principal","value":"$57.5 million aggregate principal amount of new senior secured notes"},{"label":"Counterparty","value":"High Trail Investments ON LLC and an affiliated institutional investor"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"58f408d79da3082423efbaf966737470b60bf8c0","claim":"Velo3D, Inc. entered into Securities Exchange Agreement with High Trail Investments ON LLC and an affiliated institutional investor (effective 2023-11-27).","evidence_excerpt":"On November 27, 2023, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with the Purchasers","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1825079/000182507923000048/0001825079-23-000048-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"High Trail Investments ON LLC and an affiliated institutional investor"},{"label":"Effective","value":"2023-11-27"}],"fact_type":"material_agreement"},{"claim_id":"686cc05312962ea09145983b436c8aea871f954e","claim":"Velo3D, Inc. amended Purchase Agreement Amendment with High Trail Investments ON LLC and an affiliated institutional investor.","evidence_excerpt":"(the “Company”) issued and sold $70 million aggregate principal amount of senior secured convertible notes (the “Prior Notes”), convertible into shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), to High Trail Investments ON LLC and an affiliated institutional investor (the “Purchasers”) pursuant to a Securities Purchase Agreement, dated August 10, 2023 (the “Purchase Agreement”), by and among the Company and the Purchasers.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1825079/000182507923000048/0001825079-23-000048-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"High Trail Investments ON LLC and an affiliated institutional investor"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}