Velo3D Inc 2024年度报告

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM10-K (Mark One) Registrant's telephone number, including area code Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 ofthis chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yesx No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐ Smaller reporting 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reportingunder Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction ofan error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐Nox The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 28, 2024, the last business day of the registrant's most recentlycompleted second fiscal quarter, based on the closing price of $3.32 for the registrant's common stock, as reported on the New York Stock Exchange, was approximately $28.6million.Shares of common stock beneficially owned by each executive officer, director and holder of more than 10% of the shares of common stock have been excluded in that such persons maybe deemed to be affiliates. As of March 27, 2025, there were210,232,762shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, or Proxy Statement, to be filed within 120 days after the end of the fiscal yearcovered by this Annual Report on Form 10-K, are incorporated by reference in Part III. Except with respect to information specifically incorporated by reference in this Annual Report, theProxy Statement shall not be deemed to be filed as part hereof. TABLE OF CONTENTS Special Note Regarding Forward-Looking Statements4 PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities53Item 6.[Reserved]53Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations54Item 7A.Quantitative and Qualitative Disclosures About Market Risk75Item 8.Financial Statements and Supplementary Data75Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure129Item 9A.Controls and Procedures129Item 9B.Other Information131Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections131 PART III Item 10.Directors, Executive Officers and Corporate Governance132Item 11.Executive Compensation132Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters132Item 13.Certain Relationships and Related Transactions, and Director Independence132Item 14.Principal Accountant Fees and Services132 PART IV Item 15.Exhibits and Financial Statement Schedules133Item 16.Form 10-K Summary137Signatures138 Explanatory Note – Certain Defined Terms Unless otherwise stated in this Annual Report on Form 10-K (this "Annual Report") or the context otherwise requires,references to: “2022 Private Warrant” means the warrant to purchase up to 70,000 shares of common stock issued to Silicon Valley Bank inconjunction with the joinder and fourth loan modification agreement. “Additional Secured Convertible Notes” means up to an additional $35.0 million in aggregate principal