---
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"
generated_at: "2026-06-07T21:08:15.761571+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Velo3D restructures debt; pays $15M, issues $57.5M notes & 10M shares; withdraws guidance, going concern

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001825079-23-000048
- JSON: https://secwatch.observer/filing/0001825079-23-000048.json
- Plain text: https://secwatch.observer/filing/0001825079-23-000048.txt

## Key facts
- Debt Financings
  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.
  - Instrument: senior notes
  - Principal: $57.5 million aggregate principal amount of new senior secured notes
  - Counterparty: High Trail Investments ON LLC and an affiliated institutional investor
  - Event: incurrence
  source text: the remaining Prior Notes will be exchanged for (A) $57.5 million aggregate principal amount of new senior secured notes (the “Exchange Notes”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825079/000182507923000048/0001825079-23-000048-index.htm
- Material Agreements
  Velo3D, Inc. entered into Securities Exchange Agreement with High Trail Investments ON LLC and an affiliated institutional investor (effective 2023-11-27).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: High Trail Investments ON LLC and an affiliated institutional investor
  - Effective: 2023-11-27
  source text: On November 27, 2023, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with the Purchasers
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825079/000182507923000048/0001825079-23-000048-index.htm
- Material Agreements
  Velo3D, Inc. amended Purchase Agreement Amendment with High Trail Investments ON LLC and an affiliated institutional investor.
  - Action: amendment
  - Agreement: notes offering
  - Counterparty: High Trail Investments ON LLC and an affiliated institutional investor
  source text: (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_url: https://www.sec.gov/Archives/edgar/data/1825079/000182507923000048/0001825079-23-000048-index.htm

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