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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 10, 2025

 

Velo3D, Inc.

 

(Exact name of registrant as specified in its charter)

Delaware

 

001-39757

 

98-1556965

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

2710 Lakeview Court,

 

 

Fremont,

California

 

94538

(Address of principal executive offices)

 

(Zip Code)

(408) 610-3915

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common stock, $0.00001 par value per share

 

VELO

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

On November 10, 2025, Velo3D, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2025 (the "Press Release"). In the Press Release, the Company also announced that it would be holding a conference call on November 10, 2025 at 2:00 p.m. Pacific Time to discuss its financial results for the three and nine months ended September 30, 2025. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 7.01 Regulation FD Disclosure.

On November 10, 2025, the Company also published earnings presentation slides (the "Earnings Presentation") related to its financial results for the three and nine months ended September 30, 2025 for use in investor discussions. A copy of the Earnings Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information furnished in Item 2.02 and Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

 

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit

Number

 

Description

99.1

 

Press Release, dated November 10, 2025, regarding the Registrant’s results for the quarter ended September 30, 2025

99.2

 

Earnings Presentation, dated November 10, 2025

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

Velo3D, Inc.

 

 

 

 

 

Date:

November 10, 2025

 

By:

/s/ Hull Xu

 

 

 

Name:

Hull Xu

 

 

 

Title:

Chief Financial Officer

 

 


EX-99.1 2 velo-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

Velo3D Now Listed on Nasdaq (Ticker: VELO)

Announces Third Quarter 2025 Financial Results

 

Revenue of $13.6 million
Backlog of $21.1 million as of September 30, 2025
Reaffirms expectation for 2025 revenue between $50 and $60 million
Reaffirms expectation to be EBITDA positive in the first half of 2026

FREMONT, Calif., Nov. 10, 2025- Velo3D, Inc. (Nasdaq: VELO) ("Velo3D or the "Company"), a leader in additive manufacturing ("AM") technology known for transforming aerospace and defense supply chains through world-class metal AM, today announced financial results for its third quarter ended September 30, 2025.

Recent Business Developments

 

Completed uplisting of the Company’s common stock to the Nasdaq Capital Market ("Nasdaq")
Completed a public offering of 5,833,333 shares of its common stock at $3.00 per share for aggregate gross proceeds of approximately $17.5 million. Additionally fully exercised 15% overallotment
Strong momentum continues in Rapid Production Services (RPS)
o
RPS backlog increased 22% quarter to quarter
o
New customers represented more than 9% of 3Q’25 bookings
o
48% bookings from Space and Defense sector
Signed sales and service agreements valued at $6 million, to develop and qualify copper nickel alloy (CuNi) for use in its line of Sapphire printers in support of the U.S. Navy Maritime Industrial Base Program's efforts to accelerate ship repairs
Announced participation in a U.S. Army Combat Capabilities Development Command Aviation & Missile Center (DEVCOM AvMC) and Manufacturing & Sustainment (M&S) program funded initiative focused on advancing high-throughput, cost-effective additive manufacturing processes for Aluminum CP1 to support defense applications
Signed an agreement with Linde AMT to supply domestically produced CuNi (70-30 Copper-Nickel) powder in support of the U.S. Navy and the Maritime Industrial Base (MIB) Program
Achieved AS9100D certification, a globally recognized benchmark, for its Rapid Production Solution (RPS) Quality Management System affirming that Velo3D's RPS processes meet the extremely stringent standards set by the International Aerospace Quality Group for aviation, space and defense supply chains
Announced the integration of Dyndrite's LPBF Pro software with the Company’s Sapphire and Sapphire XC print platform, which provides advanced users with complete vector-level control of laser speeds and feeds and giving the Company’s customers new capabilities for toolpath optimization and process development that can scale up into production
Expanded partnership with Innovative Rocket Technologies Inc. for use of Sapphire printers and Rapid Production Solutions to scale U.S.-based production of reusable launch vehicle and defense hardware

"Our third-quarter results reflect the progress we are making in strengthening our operational efficiency and positioning the Company for sustained growth and profitability," said Arun Jeldi, CEO of Velo3D. "We are encouraged by the commercial market response to our Rapid Production Services (RPS), which is leading to repeat customer orders, new customer signings and strategic agreements across aerospace and defense.


 

Recent partnerships, including the U.S. Navy Maritime Industrial Base Program, the U.S. Army DEVCOM AvMC initiative and Linde AMT, strengthen our backlog and support the delivery of high-value, cost-effective production capabilities. Through disciplined cost management and targeted investments, we are improving margins and moving toward positive EBITDA in the first half of 2026 while scaling our technology for long-term growth."

 

($ in Millions, except percentages and per-share data)

3rd Quarter 2025

3rd Quarter 2024

GAAP revenue

$13.6

$8.2

GAAP gross margin

3.2 %

49.4 %

GAAP net loss1

($11.8)

($23.1)

GAAP net loss per share - basic and diluted

($0.69)

($37.54)

 

 

 

Non-GAAP net loss2

($9.2)

($14.5)

Non-GAAP net loss per share - basic and diluted2

($0.54)

($23.59)

 

1.
Information about Velo3D’s use of non-GAAP information, including a reconciliation to accounting principles generally accepted in the United States ("GAAP"), is provided at the end of this release under “Non-GAAP Financial Information”. The non-GAAP financial measures presented in this release should not be considered as the sole measure of the Company’s performance and should not be considered in isolation from, or as a substitute for, comparable financial measures calculated in accordance with GAAP.
2.
Non-GAAP net loss and non-GAAP net loss per diluted share exclude stock-based compensation expense, gain on exchange of debt for common stock, fair value adjustments for the Company’s warrants, contingent earnout and debt derivative and loss on extinguishment of debt.

 

Summary of Third Quarter 2025 Results

Revenue was $13.6 million. 3D Printer and parts revenue increased compared to the third quarter of 2024, driven by product mix and the number of systems sold. While system sales are expected to remain the primary driver of revenue in 2025, the Company anticipates that, under its new go-to-market strategy, its RPS parts production business will contribute an increasing share of revenue.

Gross margin for the third quarter was 3.2% compared to 49.4% in the third quarter of 2024. Third quarter 2024 revenue included an one-off license revenue of $5 million which lifted overall gross margin significantly. Gross margin improved sequentially from the second quarter gross margin of (11.7%). The Company expects gross margin to continue to improve going forward as historical factors become a less significant driver of margin and as a result of operational efficiencies and an anticipated ramp-up of its RPS business.

Operating expenses for the third quarter were $11.1 million compared to $22.9 million in the third quarter of 2024. Non-GAAP adjusted operating expenses, excluding stock-based compensation expense of $2.0 million, were $9.0 million, down from $19.7 million in the third quarter of 2024.

GAAP net loss for the third quarter was ($11.8) million compared to ($23.1) million in the third quarter of 2024.

Non-GAAP net loss was ($9.2) million in the three months ended September 30, 2025. Adjusted EBITDA for the quarter was ($7.3) million compared to ($9.7) million in the year ago quarter. For more information regarding the Company’s non-GAAP financial measures, see “Non-GAAP Financial Information” below.

As of September 30, 2025, the Company had $11.8 million of cash and cash equivalents compared to $1.2 million as of December 31, 2024.

Guidance

Management reaffirms expectations for the following for the full year 2025:

Revenue in the range of $50 million to $60 million.
Sequential improvement in gross margin
o
Greater than 30% gross margin in fourth quarter of 2025
Non-GAAP adjusted operating expenses in the range of $40 million to $50 million
CapEx in the range of $15 million to $20 million
EBITDA positive in the first half of 2026

 

Conference Call

The Company will host a conference call for investors to discuss its third quarter 2025 financial results at 5 p.m. Eastern time / 2 p.m. Pacific time on November 10, 2025. The call will be webcast and can be accessed from the Events page of the Investor Relations section of Velo3D’s website at ir.velo3d.com.

 

 

 

 


 

About Velo3D:

Velo3D is a metal 3D printing technology company. 3D printing—also known as AM—has a unique ability to improve the way high-value metal parts are built. However, legacy metal AM has been greatly limited in its capabilities since its invention almost 30 years ago. This has prevented the technology from being used to create the most valuable and impactful parts, restricting its use to specific niches where the limitations were acceptable.

Velo3D has overcome these limitations so engineers can design and print the parts they want. The Company’s solution unlocks a wide breadth of design freedom and enables customers in space exploration, aviation, power generation, energy, and semiconductor to innovate the future in their respective industries. Using Velo3D, these customers can now build mission-critical metal parts that were previously impossible to manufacture. The fully integrated solution includes the Flow print preparation software, the Sapphire family of printers, and the Assure quality control system—all of which are powered by Velo3D’s Intelligent Fusion manufacturing process. The Company delivered its first Sapphire system in 2018 and has been a strategic partner to innovators such as SpaceX, Honeywell, Honda, Chromalloy, and Lam Research. Velo3D was named as one of Fast Company’s Most Innovative Companies for 2024. For more information, please visit Velo3D.com, or follow the Company on LinkedIn or X.

VELO, VELO3D, SAPPHIRE and INTELLIGENT FUSION, are registered trademarks of Velo3D, Inc.; and WITHOUT COMPROMISE, FLOW and ASSURE are trademarks of Velo3D, Inc. All Rights Reserved © Velo3D, Inc.

 

 

 

###


 

img125672883_0.jpg

 

 

Investor Relations:

Velo3D

Hayden IR

James Carbonara, Managing Director

investors@velo3d.com

 

Media Contact:

Velo3D

press@velo3d.com

 

 

 

Amounts herein pertaining to the Company’s third quarter ended September 30, 2025 results represent a preliminary estimate as of the date of this earnings release and may be revised upon filing of our Quarterly Report on Form 10-Q with the Securities and Exchange Commission (the “SEC”). Additional information on our results of operations for the three and nine months ended September 30, 2025 will be provided upon the filing of our Quarterly Report 10-Q with the SEC.

 


 

Forward-Looking Statements:

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996. The Company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”, “should”, “believes”, “predicts”, “potential”, “continue”, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company's guidance for fiscal years 2025 and 2026 (including the Company’s estimates for revenue and gross margin), the Company’s expectations regarding its ability to achieve positive EBITDA in the first half of 2026, the Company’s expectations about future demand, growth and profitability, the Company's strategic realignment and initiatives, the Company’s expectations regarding its liquidity and capital requirements, the Company’s expectations regarding its potential cost savings, the Company’s expectations about its market strategy and financial and operational position, and the Company’s other expectations, beliefs, intentions or strategies for the future. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “FY 2024 10-K”) and it's Quarterly Reports on Form 10-Q ("Quarterly Reports") and the other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability of the Company to execute its business plan, which may be affected by, among other things, competition, the Company’s liquidity position//lack of available cash, the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its key employees; (2) the Company’s ability to continue as a going concern; (3) the Company’s ability to service and comply with its indebtedness; (4) the Company’s ability to raise additional capital in the near-term; (5) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; (6) changes in the applicable laws and regulations, and (7) other risks and uncertainties described in the FY 2024 10-K and the Quarterly Reports, including those under “Risk Factors” therein, and in the Company’s other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. The Company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

 

 


 

Non-GAAP Financial Information

 

The information in the table below sets forth the non-GAAP financial measures that the Company uses in this release. Because of the inherent limitations associated with these non-GAAP financial measures, “Non-GAAP Net Loss”, “Non-GAAP net loss per basic and diluted share”, “EBITDA”, “Adjusted EBITDA” and “Non-GAAP Adjusted Operating Expenses”, should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. The Company compensates for these limitations by relying primarily on its GAAP results and using Non-GAAP Net Loss, Non-GAAP net loss per basic and diluted share, EBITDA, Adjusted EBITDA, and Non-GAAP Adjusted Operating Expenses on a supplemental basis. You should review the reconciliation of the non-GAAP financial measures below and not rely on any single financial measure to evaluate the Company's business.

The following tables reconcile Net income (loss) to Non-GAAP Net Loss, Non-GAAP net loss per basic and diluted share, EBITDA, and Adjusted EBITDA and Total Operating Expenses to Non-GAAP Adjusted Operating Expenses during the periods below:

 

 


 

Velo3D, Inc.

NON-GAAP Net Loss Reconciliation

(Unaudited)

 

 

 

 

Three months ended

Nine months ended

 

 

 

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

 

 

 

($ In thousands)

 

Revenue

 

$

13,640

 

 

$

8,247

 

 

$

36,532

 

 

$

28,377

 

Gross profit (loss)

 

 

433

 

 

 

4,071

 

 

 

(458

)

 

 

(1,641

)

Net Loss

 

$

(11,825

)

 

$

(23,125

)

 

$

(50,992

)

 

$

(51,611

)

Stock-based compensation

 

 

2,623

 

 

 

3,707

 

 

 

9,106

 

 

 

13,041

 

(Gain) loss on fair value of warrants

 

 

 

 

 

(9,221

)

 

 

1,044

 

 

 

(31,911

)

Gain on fair value of contingent earnout liabilities

 

 

 

 

 

(58

)

 

 

 

 

 

(1,445

)

Loss on warrant cancellation

 

 

 

 

 

 

 

 

11,357

 

 

 

 

Loss on debt extinguishment

 

 

 

 

 

7,525

 

 

 

 

 

 

7,525

 

Non-cash cost of issuance of common stock warrants on BEPO Offering

 

 

 

 

 

6,638

 

 

 

 

 

 

7,951

 

Non-GAAP Net Loss

 

$

(9,202

)

 

$

(14,534

)

 

$

(29,485

)

 

$

(56,450

)

 

 


 

Velo3D, Inc.

NON-GAAP Adjusted EBITDA Reconciliation

(Unaudited)

 

 

 

Three months ended

Nine months ended

 

 

 

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

 

 

 

($ In thousands)

 

Revenue

 

$

13,640

 

 

$

8,247

 

 

$

36,532

 

 

$

28,377

 

Net Loss

 

 

(11,825

)

 

 

(23,125

)

 

 

(50,992

)

 

 

(51,611

)

Interest expense

 

 

1,198

 

 

 

3,560

 

 

 

3,840

 

 

 

12,920

 

Provision (benefit) for income taxes

 

 

(14

)

 

 

 

 

 

83

 

 

 

 

Depreciation and amortization

 

 

767

 

 

 

1,237

 

 

 

2,492

 

 

 

3,944

 

EBITDA

 

$

(9,874

)

 

$

(18,328

)

 

$

(44,577

)

 

$

(34,747

)

Stock-based compensation

 

 

2,623

 

 

 

3,707

 

 

 

9,106

 

 

 

13,041

 

(Gain) loss on fair value of warrants

 

 

 

 

 

(9,221

)

 

 

1,044

 

 

 

(31,911

)

Gain on fair value of contingent earnout liabilities

 

 

 

 

 

(58

)

 

 

 

 

 

(1,445

)

Loss on warrant cancellation

 

 

 

 

 

 

 

 

11,357

 

 

 

 

Loss on debt extinguishment

 

 

 

 

 

7,525

 

 

 

 

 

 

7,525

 

Non-cash cost of issuance of common stock warrants on BEPO Offering

 

 

 

 

 

6,638

 

 

 

 

 

 

7,951

 

Adjusted EBITDA

 

$

(7,251

)

 

$

(9,737

)

 

$

(23,070

)

 

$

(39,586

)

 


 

Velo3D, Inc.

NON-GAAP Adjusted Operating Expenses Reconciliation

(Unaudited)

 

 

 

Three months ended

Nine months ended

 

 

 

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

 

 

 

($ In thousands)

 

Revenue

 

$

13,640

 

 

$

8,247

 

 

$

36,532

 

 

$

28,377

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

3,042

 

 

 

4,438

 

 

 

8,162

 

 

 

14,026

 

Selling and marketing

 

 

1,984

 

 

 

3,099

 

 

 

4,815

 

 

 

12,181

 

General and administrative

 

 

6,037

 

 

 

15,410

 

 

 

21,205

 

 

 

32,998

 

Total operating expenses

 

$

11,063

 

 

$

22,947

 

 

$

34,182

 

 

$

59,205

 

Stock-based compensation recorded in operating expenses

 

 

2,028

 

 

 

3,230

 

 

 

7,704

 

 

 

11,573

 

Adjusted operating expenses

 

$

9,035

 

 

$

19,717

 

 

$

26,478

 

 

$

47,632

 

 

 


 

Velo3D, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per share data)

 

 

The three months ended September 30,

 

 

The nine months ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

3D Printer and parts

 

$

11,993

 

 

$

1,049

 

 

$

31,598

 

 

$

17,388

 

Recurring payment

 

 

 

 

 

192

 

 

 

70

 

 

 

954

 

Support services

 

 

1,351

 

 

 

2,006

 

 

 

4,500

 

 

 

5,035

 

Other

 

 

296

 

 

 

5,000

 

 

 

364

 

 

 

5,000

 

Total Revenue

 

 

13,640

 

 

 

8,247

 

 

 

36,532

 

 

 

28,377

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

3D Printer and parts

 

 

11,855

 

 

 

2,224

 

 

 

33,389

 

 

 

22,362

 

Recurring payment

 

 

 

 

 

195

 

 

 

12

 

 

 

742

 

Support services

 

 

1,352

 

 

 

1,757

 

 

 

3,589

 

 

 

6,914

 

Total cost of revenue

 

 

13,207

 

 

 

4,176

 

 

 

36,990

 

 

 

30,018

 

Gross profit (loss)

 

 

433

 

 

 

4,071

 

 

 

(458

)

 

 

(1,641

)

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

3,042

 

 

 

4,438

 

 

 

8,162

 

 

 

14,026

 

Selling and marketing

 

 

1,984

 

 

 

3,099

 

 

 

4,815

 

 

 

12,181

 

General and administrative

 

 

6,037

 

 

 

15,410

 

 

 

21,205

 

 

 

32,998

 

Total operating expenses

 

 

11,063

 

 

 

22,947

 

 

 

34,182

 

 

 

59,205

 

Loss from operations

 

 

(10,630

)

 

 

(18,876

)

 

 

(34,640

)

 

 

(60,846

)

Interest expense

 

 

(1,198

)

 

 

(3,560

)

 

 

(3,840

)

 

 

(12,920

)

Gain (loss) on fair value of warrants

 

 

 

 

 

9,221

 

 

 

(1,044

)

 

 

31,911

 

Gain on fair value of contingent earnout liabilities

 

 

 

 

 

58

 

 

 

 

 

 

1,445

 

Loss on warrant cancellation

 

 

 

 

 

 

 

 

(11,357

)

 

 

 

Loss on debt extinguishment

 

 

 

 

 

(7,525

)

 

 

 

 

 

(7,525

)

Other expense, net

 

 

(11

)

 

 

(2,443

)

 

 

(28

)

 

 

(3,676

)

Loss before income taxes

 

 

(11,839

)

 

 

(23,125

)

 

 

(50,909

)

 

 

(51,611

)

(Provision) benefit for income taxes

 

 

14

 

 

 

 

 

 

(83

)

 

 

 

Net loss

 

$

(11,825

)

 

$

(23,125

)

 

$

(50,992

)

 

$

(51,611

)

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

    Basic

 

$

(0.69

)

 

$

(37.54

)

 

$

(3.43

)

 

$

(91.82

)

    Diluted

 

$

(0.69

)

 

$

(37.54

)

 

$

(3.43

)

 

$

(91.82

)

Shares used in computing net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

    Basic

 

 

17,124,361

 

 

 

616,030

 

 

 

14,868,372

 

 

 

562,087

 

    Diluted

 

 

17,124,361

 

 

 

616,030

 

 

 

14,868,372

 

 

 

562,087

 

 


 

Velo3D, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share data)

 

 

September 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

11,842

 

 

$

1,212

 

Accounts receivable, net

 

 

6,672

 

 

 

3,723

 

Inventories

 

 

35,386

 

 

 

49,953

 

Contract assets

 

 

3,438

 

 

 

500

 

Prepaid expenses and other current assets

 

 

1,829

 

 

 

2,336

 

Total current assets

 

 

59,167

 

 

 

57,724

 

Property and equipment, net

 

 

12,419

 

 

 

14,270

 

Equipment subject to operating lease, net

 

 

3,020

 

 

 

3,673

 

Other assets

 

 

19,293

 

 

 

13,513

 

Total assets

 

$

93,899

 

 

$

89,180

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

11,341

 

 

$

18,538

 

Accrued expenses and other current liabilities

 

 

12,684

 

 

 

3,511

 

Debt – current portion

 

 

5,314

 

 

 

5,666

 

Contract liabilities

 

 

8,228

 

 

 

10,285

 

Total current liabilities

 

 

37,567

 

 

 

38,000

 

Long-term debt – less current portion

 

 

17,702

 

 

 

 

Contingent earnout liabilities

 

 

11

 

 

 

11

 

Warrant liabilities

 

 

13

 

 

 

2,167

 

Other noncurrent liabilities

 

 

8,450

 

 

 

9,338

 

Total liabilities

 

 

63,743

 

 

 

49,516

 

Commitments and contingencies (Note 13)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock, $0.00001 par value  – 500,000,000 shares authorized at September 30, 2025 and December 31, 2024, 20,912,172 and 12,993,962 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

 

 

5

 

 

 

4

 

Additional paid-in capital

 

 

511,477

 

 

 

469,994

 

Accumulated other comprehensive loss

 

 

 

 

 

 

Accumulated deficit

 

 

(481,326

)

 

 

(430,334

)

Total stockholders’ equity

 

 

30,156

 

 

 

39,664

 

Total liabilities and stockholders’ equity

 

$

93,899

 

 

$

89,180

 

 


 

Velo3D, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

 

The nine months ended September 30,

 

 

 

2025

 

 

2024

 

Cash flows from operating activities

 

 

 

 

 

 

Net loss

 

$

(50,992

)

 

$

(51,611

)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

Depreciation and amortization

 

 

2,492

 

 

 

3,944

 

Amortization of debt discount and deferred financing costs

 

 

3,700

 

 

 

7,283

 

Stock-based compensation

 

 

9,106

 

 

 

13,041

 

(Gain) loss on fair value of warrants

 

 

1,044

 

 

 

(31,910

)

Gain on fair value of contingent earnout liabilities

 

 

 

 

 

(1,445

)

Loss on warrant cancellation

 

 

11,357

 

 

 

 

Loss on debt extinguishment

 

 

 

 

 

7,525

 

Non-cash cost of issuance of common stock warrants on BEPO Offering

 

 

 

 

 

7,951

 

Provision for credit losses

 

 

37

 

 

 

6,756

 

Loss on sale/disposal of fixed assets

 

 

24

 

 

 

 

Realized loss on available for sale securities

 

 

 

 

 

23

 

Changes in operating assets and liabilities

 

 

 

 

 

 

Accounts receivable

 

 

(2,986

)

 

 

(7,386

)

Inventories

 

 

11,333

 

 

 

1,704

 

Contract assets

 

 

(2,938

)

 

 

3,478

 

Prepaid expenses and other current assets

 

 

507

 

 

 

2,226

 

Other assets

 

 

(5,890

)

 

 

3,618

 

Accounts payable

 

 

(1,762

)

 

 

1,023

 

Accrued expenses and other liabilities

 

 

8,323

 

 

 

(1,133

)

Contract liabilities

 

 

(2,057

)

 

 

6,367

 

Other noncurrent liabilities

 

 

(888

)

 

 

(1,919

)

Net cash used in operating activities

 

 

(19,590

)

 

 

(30,465

)

Cash flows from investing activities

 

 

 

 

 

 

Purchase of property and equipment

 

 

(2,112

)

 

 

(28

)

Proceeds from the sale of available-for-sale securities

 

 

 

 

 

3,172

 

Proceeds from maturity of available-for-sale investments

 

 

 

 

 

3,500

 

Net cash (used in) provided by investing activities

 

 

(2,112

)

 

 

6,644

 

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from secured convertible notes

 

 

15,000

 

 

 

 

Gross proceeds from August 2025 Offering

 

 

20,125

 

 

 

 

Payments for issuance cost related to August 2025 Offering

 

 

(2,303

)

 

 

 

Gross proceeds from BEPO Offering

 

 

 

 

 

12,000

 

Payments for issuance cost related to the BEPO Offering

 

 

 

 

 

(1,300

)

Gross proceeds from capital raise, August Warrant Inducement

 

 

 

 

 

1,693

 

Repayment of secured notes

 

 

(499

)

 

 

(11,750

)

Issuance of common stock upon exercise of stock options

 

 

 

 

 

315

 

Net cash provided by financing activities

 

 

32,323

 

 

 

958

 

Effect of exchange rate changes on cash and cash equivalents

 

 

4

 

 

 

6

 

Net change in cash and cash equivalents

 

 

10,625

 

 

 

(22,857

)

Cash and cash equivalents and restricted cash at beginning of period

 

 

1,840

 

 

 

25,294

 

Cash and cash equivalents and restricted cash at end of period

 

$

12,465

 

 

$

2,437

 

 

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the total of such amounts shown on the condensed consolidated statements of cash flows:

 

 

The nine months ended September 30,

 

 

2025

 

 

2024

 

Cash and cash equivalents

 

$

11,842

 

 

$

1,637

 

Restricted cash (Other assets)

 

 

623

 

 

 

800

 

Total cash and cash equivalents and restricted cash

 

$

12,465

 

 

$

2,437

 

 


 

 


EX-99.2 3 velo-ex99_2.htm EX-99.2

Slide 1

Third Quarter 2025 Supplementary Slides November 10, 2025


Slide 2

Confidential & Proprietary | Disclaimer Forward Looking Statement This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1996. The company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect”, “estimate”, “project”, “budget”, “forecast”, “anticipate”, “intend”, “plan”, “may”, “will”, “could”, “should”, “believes”, “predicts”, “potential”, “continue”, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the company’s guidance for fiscal years 2025 and 2026 (including the company’s estimates for revenue and gross margin), the company's expectations regarding its ability to achieve profitability in the first half of 2026, the company’s expectations about future demand, the company's strategic realignment and initiatives, the company’s expectations regarding its liquidity and capital requirements, the company’s expectations regarding its potential cost savings, the company’s expectation about its market strategy and financial and operational position, and the company’s other expectations, hopes, beliefs, intentions or strategies for the future. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “FY 2024 10-K”) and the other documents filed by the company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Most of these factors are outside the company’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the inability of the company to execute its business plan, which may be affected by, among other things, competition, the ability of the company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its key employees; (2) the company’s ability to continue as a going concern; (3) the company’s ability to service and comply with its indebtedness; (4) the company’s ability to raise additional capital in the near-term; (5) the possibility that the company may be adversely affected by other economic, business, and/or competitive factors; (6) changes in the applicable laws and regulations, and (7) other risks and uncertainties indicated from time to time described in the FY 2024 10-K, including those under “Risk Factors” therein, and in the company’s other filings with the SEC. The company cautions that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward-looking statements, including projections, which speak only as of the date made. The company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. * Additional information on the use of Non-GAAP financial information, industry and market data, and trademarks is included in the appendix of this presentation.


Slide 3

Uplisted to Nasdaq Capital Market Uplisting and successful offering strengthen liquidity, investor confidence and long-term growth potential Marks significant milestone in growth journey Enhances visibility, liquidity and shareholder value Successfully completed public offering of 6.7 million shares of common stock Demonstrates strong investor confidence and market validation Proceeds will support continued innovation, expansion and strategic initiatives


Slide 4

Proven traction from new go-to-market strategy, with both new and existing customers, particularly in the defense and Space industries where domestic supply chain resiliency is a priority RPS (Rapid Production Solutions) is Gaining Traction Up 22% Repeat Customers Continue to Drive Demand While Adding New Customers Space and Defense Remain Resilient RPS Backlog increased 22% compared to Q2 2025 New customers represented >9% of Q3 Bookings 48% of demand is coming from Defense & Space sectors


Slide 5

Velo3D & U.S Navy: $6 Million Partnership for Ship Repairs Agreement to develop and qualify copper nickel alloy (CuNi) for use in its line of Sapphire printers Supports the Navy’s Maritime Industrial Base Program to accelerate ship repair, modernization, and maintenance. Technology focus: Uses Laser Powder-bed Fusion (LPBF) on the Sapphire XC large-format printer Aims to produce corrison-resisitant CuNi ship components faster than traditional casting Key benefits: Faster production and reduced lead times Improved supply chain resiliency and U.S. sourcing independence Innovation and capabilities: Sapphire XC prints parts up to 600mm x 550 mm Meets DoD cybersecurity standards for secure defense manufacturing Strategic impact: First U.S.-based OEM to qualify CuNi for LPBF systems Expands U.S. naval additive manufacturing capabilities and domestic production capacity


Slide 6

Velo3D & DEVCOM AvMC: $4 Million Strategic Partnership for Space Propulsion Participating in a Manufacturing & Sustainment (M&S) program focused on advancing high-throughput, cost-effective additive manufacturing processes to support defense applications Collaboration with RTX and Raytheon Technologies Research Center to develop optimized Laser Powder Bed Fusion (L-PBF) process for Aluminum CP1 Supports U.S. Army’s Integrated Air and Missile Defense (IAMD) modernization priorities: agility, affordability, and readiness Velo3D selected for advanced, scalable AM platform featuring: Integrated software/hardware Factory tool matching In-situ monitoring Centralized data systems Establishes Installation & Operational Qualification (IQ/OQ) framework for distributed manufacturing across DoD Reinforces Army’s commitment to strengthening the U.S. defense industrial base and advanced manufacturing capabilities


Slide 7

Velo & Linde AMT: Supporting U.S. Navy Agreement to supply domestically produced CuNi (70-30 Copper-Nickel) powder Creates a fully domestic AM supply chain U.S.-made powder, printers and parts Strengthens national manufacturing resiliency and fleet readiness Production Capabilities Linde AMT’s expanded facility will supply high-quality CuNi powder Velo3D’s Sapphire XC large-format printer will be dedicated to producing CuNi components for shipbuilding modernization Material Significance (CuNi) Excellent resistance to seawater corrosion and biofouling High mechanical strength, thermal conductivity and ductility Ideal for shipboard piping, cooling systems and structural components in harsh marine environments Strategic Outcomes Enables a scalable, distributed additive manufacturing network for the Navy Increases shipyard readiness and reduces downtime Establishes a model for agile, next-generation defense manufacturing


Slide 8

RPS: AS9100D certified Confirms Velo3D’s RPS system meets the world’s most rigorous aerospace quality standards AS9100D Represents the highest international quality management standard for aviation, space and defense supply chains Ensures compliance with stringent requirements for repeatability, traceability and reliability Conducted by an accredited aerospace quality registrar Included comprehensive evaluation of documentation, process implementation and effectiveness of Velo3D’s quality systems Strategic Impact: Expands Velo3D’s eligibility to serve aerospace primes, defense contractors and government agencies requiring AS9100D compliance Reinforces commitment to U.S.-based manufacturing resiliency and quality-driven production Opens new growth opportunities in the global aerospace and defense sectors


Slide 9

Velo & Dyndrite Integration Integration empowers advanced AM research and production by providing precise, scalable, and repeatable control over additive manufacturing processes Key Capabilities of Integration: Provides vector-level control of laser speeds and feeds Enables precise toolpath optimization, process development and customization Supports scalable, repeatable production with enhanced machine performance and part quality Strategic Impact: Demonstrates Velo3D’s commitment to open, flexible platforms fostering innovation at scale Advances Dyndrite’s goal of software-defined, automated, production-ready AM workflows


Slide 10

Confidential & Proprietary | Financial Overview New


Slide 11

Financial Summary Reconciliations to U.S. generally accepted accounting principles (GAAP) financial measures are presented under “Non-GAAP Financial Information.” Non-GAAP Operating Expenses excludes stock-based compensation. Adjusted EBITDA excludes interest expense, tax expense, depreciation and amortization, stock-based compensation, restructuring and fair value liabilities, and loss on warrant exchange. ($ in millions) Q3’25 Q3’24 YTD Q3 2025 YTD Q3 2024 Total Revenue $13.6 $8.2 $36.5 $28.4 3D Printer and Parts Sales 12.0 1.0 31.6 17.4 Support Service / License / Recurring Revenue 1.6 7.2 4.9 11.0 Cost of Goods sold 13.2 4.2 37.0 30.0 Gross Profit 0.4 4.1 (0.5) (1.6) % Gross Margin 3.2% 49.4% (1.3%) (5.8%) Total Operating Expenses 11.1 22.9 34.2 59.2 Non-GAAP Operating Expenses1 9.0 19.7 26.5 47.6 Net Income (Loss) (11.8) (23.1) (51.0) (51.6) Adjusted EBITDA1 (7.3) (9.7) (23.1) (39.6)


Slide 12

2023 Outlook * Q423 / FY 2023 gross margin ranges excludes impact from non-recurring charges 2025 Outlook FY 2025 Guidance as of November 10, 2025 Revenue: $50M - $60M - >30% annual growth Gross margin: >30% exiting 2025 Non-GAAP Opex: $40M - $50M* Capex: $15M - $20M Expect to achieve EBITDA profitability 1H 2026* * The Company has not provided a reconciliation of non-GAAP operating expense guidance measures to the most directly comparable GAAP measures because certain items excluded from GAAP cannot be reasonably calculated or predicted at this time. Accordingly, a reconciliation is not available without unreasonable effort.


Slide 13

Thank You!


Slide 14

Disclaimer Non-GAAP Financial Information The Company uses non-GAAP financial measures, such as Non-GAAP / Adjusted operating expenses, EBITDA, Adjusted EBITDA, Adjusted EBITDA excluding merger related transactional costs, loss on convertible note modification, and Non-GAAP net (loss), to help it make strategic decisions, establish budgets and operational goals for managing its business, analyze its financial results and evaluate its performance. The Company also believes that the presentation of these non-GAAP financial measures in this presentation provides an additional tool for investors to use in comparing the Company’s core business and results of operations over multiple periods. However, the non-GAAP financial measures presented in this presentation may not be comparable to similarly titled measures reported by other companies due to differences in the way that these measures are calculated. The non-GAAP financial measures presented in this presentation should not be considered as the sole measure of the Company’s performance and should not be considered in isolation from, or as a substitute for, comparable financial measures calculated in accordance with generally accepted accounting principles accepted in the United States (“GAAP”). For reconciliations of these non-GAAP financial measures to the Company’s GAAP financial measures, see Appendix to this presentation. You should review these reconciliations and not rely on any single financial measure to evaluate the Company business. Industry and Market Data In this presentation, the Company relies on and refers to publicly available information and statistics regarding the market in which the Company competes and other industry data. The Company obtained this information and statistics from third-party sources, including reports by market research firms and company filings. While the Company believes such third-party information is reliable, there can be no assurance as to the accuracy or completeness of the indicated information. The Company has not independently verified the information provided by third-party sources.  Trademarks This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of the respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM, © or ® symbols, but the Company will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights.  


Slide 15

Non-GAAP Reconciliation to Non-GAAP Adjusted Operating Expenses (Unaudited)


Slide 16

Non-GAAP Reconciliation - Adjusted EBITDA(Unaudited)


Slide 17

Non-GAAP Reconciliation - Non-GAAP Net Loss (Unaudited)