Velo3D Inc.
07/01/2024 | Press release | Distributed by Public on 07/01/2024 14:41
Material Agreement Form 8 K
Item 1.01 Entry into a Material Definitive Agreement.
Third Amendment to Senior Secured Notes Due 2026
On July 1, 2024, Velo3D, Inc. (the "Company") entered into a third note amendment (the "Third Note Amendment") to its senior secured notes due 2026 (as amended, the "Notes") with the note holders (collectively, the "Note Holders"), and U.S. Bank Trust Company, National Association, as trustee. Pursuant to the Third Note Amendment, the Company and the Note Holders agreed to defer the July 1, 2024 partial redemption payment of $10.5 million (the "July Redemption Payment") over a period of ten equal monthly payments commencing August 1, 2024. In addition, under the terms of the Notes, as amended by the Third Note Amendment, a default under the warrants issued pursuant to the Letter Agreement (as defined below) and the warrants issued to the Note Holders on April 1, 2024, would trigger an event of default under the Notes.
Letter Agreement and Warrants
In connection with the Third Note Amendment and as consideration for the deferral of the July Redemption Payment, on July 1, 2024, the Company also entered into a letter agreement (the "Letter Agreement") with the Note Holders pursuant to which the Company issued to the Note Holders warrants to purchase 1,650,000 shares of the Company's common stock that are exercisable on the issuance date at an exercise price of $3.00 per share and expire on the five year anniversary of the date on which the Resale Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission ("SEC"). The Note Holders may exercise the warrants by paying the exercise in cash or by reducing the outstanding principal amount under the Notes. The warrants may also be exercised on a cashless basis under certain circumstances.
The warrants were issued to the Note Holders, and any shares of common stock issuable upon exercise of the warrants will be issued to the Note Holders, pursuant to the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D as promulgated by the SEC under the Securities Act. Pursuant to the Letter Agreement, the Company has agreed to file with the SEC a registration statement (the "Resale Registration Statement") as soon as practicable but in no event later than thirty (30) days after the issuance date of the warrants to register the resale of the shares of common stock underlying the warrants. The Letter Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company, and other obligations of the parties.
The Letter Agreement, form of warrant and Third Note Amendment are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Letter Agreement, the warrants and the Third Note Amendment are qualified in their entirety by reference to such exhibits.