Velo3D (VLDX) 8-KMaterial Modifications to Rights of Security Holders

As further described in Item 5.07 of this Current Report on Form 8-K (this “Report”), at the Annual Meeting of Stockholders held on June 10, 2024 (the “Annual Meeting”), the stockholders of Velo3D, Inc., a Delaware corporation (the “Company”), approved an amendment to the Company’s Certificate of Incorporation, as amended (the “Charter”), to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), at a ratio ranging from 1-for-5 and 1-for-50, with the exact ratio to be set within that range by the Company’s board of directors (the “Board”). On June 10, 2024, the Board approved the reverse stock split at a ratio of 1-for-35 (the “Reverse Stock Split”). On June 12, 2024, the Company filed a Certificate of Amendment (the “Certificate of Amendment”) to the Charter with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, effective as of June 13, 2024.

As a result of the Reverse Stock Split, every 35 shares of Common Stock will be automatically reclassified and converted into one issued and outstanding share of Common Stock. No fractional shares will be issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split will be rounded up to the nearest whole share. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 92259N 203.

On June 13, 2024, the Company’s Common Stock will begin trading on the New York Stock Exchange on a reverse stock split-adjusted basis. The trading symbol of “VLD” will not change as result of the Reverse Stock Split.

The foregoing summary of the terms of the Certificate of Amendment and the Reverse Stock Split does not purport to be complete, and is qualified in its entirety by reference to the Certificate of Amendment, which is filed as Exhibit 3.1 to this Report and is incorporated by reference herein.

At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2024, as supplemented by the supplement to the Proxy Statement (the “Supplement”) filed with the SEC on June 7, 2024. There were 204,533,877 shares of Common Stock present at the Annual Meeting, online or by proxy, which constituted a quorum for the transaction of business.

At the Annual Meeting, the Company’s stockholders voted on the following proposals:

The final results for each of these proposals are as follows:

As a result, the stockholders elected each of Bradley Kreger, Gabrielle Toledano and Matthew Walters as Class III directors to serve until the 2027 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified.

As a result, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. There were no broker non-votes on this matter.

As a result, the stockholders approved, for purposes of complying with Section 312.03(c) of the New York Stock Exchange Listed Company Manual, the shares of Common Stock issuable pursuant to the Company’s Secured Notes and, if issued, the Additional Secured Convertible Notes.

As described in more detail in the Proxy Statement, as a result of the Reverse Stock Split, the per share exercise prices of the Company’s outstanding options and warrants will increase proportionately, and the number of shares of Common Stock issuable upon the exercise of the Company’s outstanding options and warrants, or that relate to the Company’s restricted stock units and other equity awards, will decrease proportionately, in each case, based on the Reverse Stock Split ratio.

Further, the Company has sent notices to the holders of the Company’s outstanding: (i) warrant to purchase up to 70,000 shares of Common Stock issued to Silicon Valley Bank (the “2022 Private Warrant”); (ii) warrants to purchase up to 36,000,000 shares of Common Stock in the Company’s December 2024 registered direct offering (the “RDO Warrants”); (iii) warrant to purchase up to 1,800,000 shares of Common Stock issued to A.G.P./Alliance Global Partners (“AGP”) in connection with the Company’s December 2024 registered direct offering (the “RDO Placement Agent Warrant”); (iv) warrants to purchase 21,949,079 shares of Common Stock issued to the holders of the Secured Notes (the “2024 Private Warrants”); (v) warrants to purchase up to 34,285,715 shares of Common Stock issued in the Company’s April 2024 reasonable best efforts public offering (the “RBEO Warrants”); and (vi) warrant to purchase up to 1,714,286 shares of Common Stock issued to AGP in connection with the Company’s April 2024 reasonable best efforts public offering (the “RBEO Placement Agent Warrant”), in each case, informing the holders of equivalent corresponding adjustments to the shares issuable upon the exercise of, and the exercise prices of, such warrants resulting from the Reverse Stock Split.

Copies of such notices are attached as Exhibits 99.1, 99.2, 99.3 99.4, 99.5, 99.6 and 99.7, respectively, to this Report and incorporated herein by reference.