{"url_path":"/sec/velo/8-k/2026-04-27/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into A Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1825079/0001493152-26-019195-index.html","accession_number":"0001493152-26-019195","cik":"0001825079","ticker":"VELO","issuer_name":"Velo3D, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1825079/0001493152-26-019195-index.html","primary_entity_key":"0001825079","primary_entity_name":"Velo3D, Inc."},"word_count":419,"has_tables":true,"body_markdown":"**Item\n1.01 Entry Into A Material Definitive Agreement**\n\n \n\nOn April 27, 2026, Velo3D,\nInc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald\n& Co., as underwriter (the “Underwriter”), relating to the offer and sale in a firm commitment underwritten\nregistered direct offering (the “Offering”) of 3,571,428 shares (the “Shares”) of the Company’s\ncommon stock, par value $0.00001 per share. The Shares will be sold at a public offering price per share of $14.00. The\ngross proceeds from the Offering are expected to be approximately $50 million, before deducting underwriting discounts and\ncommissions and other offering expenses. The Offering is expected to close on or about April 28, 2026, subject to the satisfaction of\ncustomary closing conditions.\n\n \n\nThe\nShares in the Offering are being offered and sold pursuant to the Company’s effective shelf registration statement on Form\nS-3 (No. 333-294876), which was initially filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2026,\nand declared effective on April 8, 2026 (the “Registration Statement”), the base prospectus contained in the Registration\nStatement, as supplemented by a final prospectus supplement (the “Prospectus Supplement”) filed with the SEC on April\n27, 2026 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).\n\n \n\nThe Underwriting Agreement\ncontains customary representations, warranties and agreements of the Company, and customary conditions to closing, obligations of the\nparties and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities\nunder the Securities Act, or to contribute to payments that the Underwriters may be required to make because of such liabilities. In\naddition, the Company, the Company’s directors and executive officers, and certain stockholders also agreed not to sell or transfer\nany common stock without first obtaining the written consent of the Underwriter, subject to certain exceptions as described in the Prospectus\nSupplement, for 60 days after the date of the Underwriting Agreement. Pursuant to the Underwriting Agreement, the Underwriter will\nreceive underwriting discounts and commissions of 6.0% of the gross proceeds received from the sale of the Shares in the Offering.\n\n \n\nA\ncopy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description\nof the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.\n\n \n\nA\ncopy of the opinion of Troutman Pepper Locke LLP relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit\n5.1."}