Velo3D, Inc. (VELO): debt financing — Velo3D completes debt exchange, issues $57.5M new senior secured notes, 10M shares

Velo3D, Inc.

Paid $15M cash to retire $12.5M prior notes plus default-rate accrued interest.
Exchanged remaining prior notes for $57.5M Exchange Notes at 6% interest, maturing Aug 1, 2026.
Issued 10M shares of common stock to note holders; officers/directors entered voting agreements to approve share issuance.
Exchange Notes require quarterly redemption of $8.75M principal ($10.5M payment) starting Jan 2024; $35M minimum cash covenant.
Notes secured by first lien on assets including IP; company also amended security agreement to cover new notes.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

Velo3D, Inc. incurred senior notes of $57.5 million aggregate principal amount of new senior secured notes with High Trail Investors ON LLC as collateral agent and holders of the Prior Notes at 6.00% per annum maturing August 1, 2026.

Instrument: senior notes
Principal: $57.5 million aggregate principal amount of new senior secured notes
Counterparty: High Trail Investors ON LLC as collateral agent and holders of the Prior Notes
Rate: 6.00% per annum
Maturity: August 1, 2026
Event: incurrence

Exact text from the filing

the remaining Prior Notes were exchanged for (A) $57.5 million aggregate principal amount of new senior secured notes (the "Exchange Notes") and (B) 10,000,000 shares of Common Stock (the "Exchange Shares")

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Velo3D, Inc. entered into Second Supplemental Indenture with U.S. Bank Trust Company, National Association valued at Supplemental indenture to Base Indenture dated August 14, 2023, governing $57.5 million Exchange Not (effective 2023-11-28).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: Supplemental indenture to Base Indenture dated August 14, 2023, governing $57.5 million Exchange Not
Effective: 2023-11-28

Exact text from the filing

In connection with the closing, the Company entered into a Second Supplemental Indenture (the “Second Supplemental Indenture”), which amends and supplements the 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”), pursuant to which the Exchange Notes were issued.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Velo3D, Inc. entered into Securities Exchange Agreement with holders of outstanding senior secured convertible notes valued at $57.5 million aggregate principal amount of Exchange Notes and 10,000,000 shares of Common Stock (effective 2023-11-27).

Action: entry
Agreement: notes offering
Counterparty: holders of outstanding senior secured convertible notes
Value: $57.5 million aggregate principal amount of Exchange Notes and 10,000,000 shares of Common Stock
Effective: 2023-11-27

Exact text from the filing

As previously reported in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on November 28, 2023 (the “Prior 8-K”), Velo3D, Inc. (the “Company) entered into a Securities Exchange Agreement (the “Exchange Agreement”), dated as of November 27, 2023, with the holders (the “Holders”) of the Company’s outstanding senior secured convertible notes (the “Prior Notes”), and a First Amendment to Securities Purchase Agreement, dated as of November 27, 2023 (the “Purchase Agreement Amendment”), with the Holders.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Velo3D, Inc. entered into Voting Agreements with Company's officers and directors valued at Voting agreements to vote shares in favor of issuance of shares issuable pursuant to the Exchange No (effective 2023-11-28).

Action: entry
Counterparty: Company's officers and directors
Value: Voting agreements to vote shares in favor of issuance of shares issuable pursuant to the Exchange No
Effective: 2023-11-28

Exact text from the filing

In connection with the closing, the Company’s officers and directors entered into voting agreements (the “Voting Agreements”) with the Company pursuant to which the Company’s officers and directors agreed to, among other things, vote at any annual or special meeting of the Company’s stockholders their shares of Common Stock to approve the issuance of the shares of Common Stock issuable pursuant to the Exchange Notes and to provide a proxy to the Company to vote such shares accordingly.

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Velo3D, Inc. filing history →

Source: SEC EDGAR

accession 0001825079-23-000049

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