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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): January 7, 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 |
N/A |
|
N/A |
|
N/A |
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
1.01 Entry into a Material Definitive Agreement.
Convertible
Secured Note
On
January 7, 2025, Velo3D, Inc. (the “Company”) issued a Senior Secured Convertible Promissory Note in the principal amount
of $5,000,000 (the “Note”) to Thieneman Properties, LLC (the “Holder”), an Indiana limited liability company,
for gross proceeds of $5,000,000. The Note is secured by the Company’s and the Guarantor’s (as defined below) accounts receivable,
inventory and all proceeds and products thereof. The Note is payable in full on April 7, 2025 in the amount of $5,750,000, and if not
paid on or prior to such date, will continue to accrue interest at the same rate until paid. The Note may be prepaid in whole or in part
at any time without penalty or premium, and interest will cease to accrue on any prepaid portion of the Note when prepaid. The Note is
convertible upon the occurrence and during the continuation of an Event of Default (as defined in the Note) into shares of the Company’s
common stock, par value $0.00001 per share (the “Common Stock”), at a fixed conversion price of $1.56 per share, subject
to adjustment as set forth in the Note.
The
Company agreed to enter into a registration rights agreement relating to the registration for resale of the Common Stock, if any, issued
upon conversion of the Note at the time the Note is converted.
The
issuance of the Note was made in reliance upon the exemption provided by Section (4)(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), for the offer and sale of securities not involving a public offering, and Regulation D promulgated
under the Securities Act
In
connection with the issuance of the Note, the Holder and Velo3D US, Inc. (the “Guarantor”), a wholly-owned subsidiary of
the Company, entered into a Secured Guaranty dated January 7, 2025 (the “Subsidiary Guaranty”), pursuant to which the Guarantor
has guaranteed to the Holder the due and punctual payment in full of all indebtedness of the Company arising under the Note.
The
foregoing descriptions of the Note and the Subsidiary Guaranty do not purport to be complete and are qualified in their entirety by the
full text of the Note and the Subsidiary Guaranty, copies of which are filed as exhibits 10.1, and 10.2 to this Current Report on Form
8-K and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current
Report on Form 8-K.
Item
3.02 Unregistered Sales of Equity Securities.
The
information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current
Report on Form 8-K.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Offer
Letter with Chief Executive Officer
As
previously disclosed, on December 24, 2025 the Board of Directors of the Company (the “Board”) appointed Arun Jeldi to serve
as Chief Executive Officer of the Company. In connection with his appointment as Chief Executive Officer, Mr. Jeldi entered into an offer
letter dated January 8, 2025 (the “Offer Letter”) with the Company. Pursuant to the terms of the offer letter, Mr. Jeldi
will receive an annual base salary of $425,000 and his target bonus for fiscal 2025 will be 80% of his base salary.
The
Offer Letter provides for a term that is at-will, with termination at the election of either party.
The
Offer Letter also contains customary restrictive covenants in favor of the Company relating to confidentiality and non-competition.
The
foregoing descriptions of the Offer Letter does not purport to be complete and is qualified in its entirety by the full text of the Offer
Letter, a copy of which is filed as exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Approval
of Chief Operating Officer Salary
On
January 7, 2025, the Board approved an annual base salary of $400,000 for Bradley Kreger, the Company’s Chief Operating Officer.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description |
|
|
|
10.1 |
|
Senior Secured Convertible Promissory Note, dated as of January 7, 2025 |
10.2 |
|
Secured Guaranty, dated as of January 7, 2025, by Velo3D US, Inc. in favor of Thieneman Properties, LLC |
10.3 |
|
Offer Letter, dated as of January 8, 2025, by and between Velo3D, Inc. and Arun Jeldi |
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:
January 10, 2025 |
By: |
/s/
Hull Xu |
|
|
Hull
Xu |
|
|
Chief
Financial Officer |
Exhibit
10.1
NEITHER
THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
SENIOR
SECURED CONVERTIBLE PROMISSORY NOTE
$5,000,000 |
January
7, 2025 |
For
value received, VELO3D, INC., a Delaware corporation (the “Company”), hereby unconditionally promises
to pay to the order of Thieneman properties, llc, an Indiana limited liability
company or its assigns (“Holder”), in lawful money of the United States of America and in immediately available
funds, the principal sum of FIVE MILLION DOLLARS AND NO CENTS ($5,000,000.00) together with accrued and unpaid interest thereon, each
due and payable on the date and in the manner set forth below.
1.
Principal Repayment.
|
(a) |
The
outstanding principal amount of this Senior Secured Convertible Promissory Note (this “Note”), and all
accrued and unpaid interest thereon, shall be due and payable on April 7, 2025 (the “Maturity Date”). |
|
|
|
|
(b) |
The
Company may prepay this Note in whole or in part at any time or from time to time without penalty or premium by paying the principal
amount to be prepaid together with accrued interest thereon to the date of prepayment. |
2.
Interest. The Company further promises to pay interest on the outstanding principal amount hereof from the date hereof, until payment
in full, which interest shall be payable at a rate equal to 60.0% per annum, which interest shall be payable on the earlier of prepayment
and the Maturity Date. Interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. If at any time
the interest rate payable on this Note shall exceed the maximum rate of interest permitted under applicable law, such interest rate shall
be reduced automatically to the maximum rate permitted.
3.
Place of Payment. All amounts payable hereunder shall be payable at the office of Holder, unless another place of payment shall be
specified inwriting by Holder.
4.
Application of Payments. The Company shall repay the full principal balance of this Note, together with any accrued and unpaid interest
thereon, on the Maturity Date. This Note may be prepaid in whole or in part at any time without penalty or premium. Any accrued and unpaid
interest on the amounts so prepaid to the date of such prepayment shall be paid at the time of any such prepayment.
5.
Security.
|
(a) |
Grant
of Security Interest. As security for the payment in full of all of the indebtedness of the Company under this Note, the Company
hereby grants to the Holder a security interest in and continuing lien on all of the Company’s right, title and interest in,
to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time
(the “Collateral”): (a) Accounts, (b) Inventory and (c) all Proceeds and products thereof, in each case to the
extent that a security interest therein can be perfected by filing a financing statement under the UCC (as defined below). Unless
otherwise defined herein, capitalized terms used in this Section 5 shall have the meanings assigned to them in the Uniform Commercial
Code in effect from time to time in the State of New York (the “UCC”). |
Notwithstanding
the foregoing, the term “Collateral” shall not include any license, contract, agreement or other General Intangible to which
the Company is a party as to which the grant of a security interest would (A) constitute a violation of a valid and enforceable restriction
in favor of a third party on such grant, unless and until any required consents shall have been obtained, or (B) give any other party
to such license, contract, agreement or other General Intangible a valid and enforceable right to terminate its obligations or the Company’s
rights thereunder; provided that the limitation set forth in clause (A) above shall (x) exist only for so long as such law, rule, regulation,
general intangibles, contracts, or other rights arising under any contracts, instruments, or other documents, continue to be effective
(and, upon the cessation, termination or expiration of such law, rule, regulation, general intangibles, contracts, or other rights arising
under any contracts, instruments, or other documents, or if any such law, rule, regulation, general intangibles, contracts, or other
rights arising under any contracts, instruments, or other documents is no longer applicable, the security interest granted herein shall
be deemed to have automatically attached to such asset), and (y) not apply with respect to any asset if and to the extent that the security
interest in and to such asset granted hereunder is permitted under Sections 9-406, 9-407, 9-408, or 9-409 of the UCC.
|
(b) |
Authorization
for Lien Filings. The Company hereby authorizes the Holder at any time, and from time to time, to file in any jurisdiction any
initial financing statements and amendments thereto without the signature of the Company that indicates the Collateral as being of
an equal scope as the grant of the security interest set forth herein. Notwithstanding anything to the contrary contained herein
or elsewhere, in no event shall any action be (or required to be) taken to perfect any liens on any Collateral granted herein, other
than by filing a UCC financing statement. |
|
(c) |
Termination
of Liens. Upon (i) the payment in full of all indebtedness of the Company under this Note (other than contingent obligations
as to which no claim has been asserted) or (ii) the conversion in full of this Note in accordance with Section 6 of this Note, the
security interests granted hereby shall automatically terminate. Upon any such termination, the Holder will execute (if applicable)
and deliver to the Company such documents as the Company shall reasonably request (including, without limitation, Uniform Commercial
Code termination statements) to evidence such termination. |
6.
Conversion.
|
(a) |
Optional
Conversion Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Holder shall have
the right, at the Holder’s option, to convert all or any portion of the outstanding principal amount of this Note, together
with accrued and unpaid interest thereon, into that number of Common Shares (the “Conversion Option”) calculated
by dividing (x) the outstanding principal amount of this Note being converted, together with any accrued and unpaid interest thereon,
by (y) the Strike Price. “Common Shares” means the common stock, par value $0.00001 per share, of the Company.
“Strike Price” means $1.56 per share. |
|
|
|
|
(b) |
Manner
of Conversion. |
|
(i) |
The
Holder desiring to convert this Note, in whole or in part, into Common Shares pursuant to Section 7(a) above shall surrender this
Note to the Company at its principal office together with a written conversion notice at least two (2) calendar days prior to the
date on which it will be converted (the “Conversion Date”) stating the outstanding aggregate principal
amount of this Note to be converted into Common Shares and delivery instructions with respect to such Common Shares. Effective as
of the Conversion Date, the Holder shall be admitted as a shareholder of the Company. Within two (2) Business Days after the Conversion
Date, the Company shall deliver to the Holder duly-authorized, validly-issued, fully-paid, and non-assessable Common Shares. No fractional
shares of the Company’s capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which
the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted principal and interest
balance of this Note that would otherwise be converted into such fractional share. |
|
(ii) |
Upon
the Holder exercising the right of conversion in respect of only a part of this Note and surrendering this Note to the Company in
accordance with Section 7(b)(i), the Company shall cancel the same and shall without charge forthwith certify and deliver to the
Holder a new note in a principal amount equal to the unconverted part of the principal amount of this Note so surrendered. |
|
(c) |
Anti-Dilution
Protection. |
|
(i) |
Reorganization,
Reclassification or Recapitalization of the Company. In the case of (i) a capital reorganization, reclassification or recapitalization
of the Common Shares (each, a “Reorganization” which, for the avoidance of doubt, and for the purposes
of determining the adjustments to the Strike Price, shall not include a share buy-back or the issuance of Common Shares on account
of the redemption, repurchase or other retirement or acquisition of warrants, rights or other options convertible into or exchangeable
for Common Shares), as part of such Reorganization, lawful provision shall be made so that there shall thereafter be deliverable
upon the conversion of this Note (in lieu of or in addition to the number of Common Shares theretofore deliverable, as appropriate)
and without payment of any additional consideration, the number of shares of stock or other securities of property which the holder
of the number of Common Shares which would otherwise have been deliverable upon the conversion of this Note or any portion thereof
immediately prior to the effective time of such Reorganization would have been entitled to receive at the effective time of such
Reorganization. This Section 7(c)(i) shall apply to successive Reorganizations and to the stock or securities of any other corporation
that are at the time receivable upon the conversion of this Note or any portion thereof. If the per share consideration payable to
the Holder for Common Shares in connection with any transaction described in this Section 7(c) is in a form other than cash or marketable
securities, then the value of such consideration shall be determined in good faith by the Company’s Board of Directors. |
|
|
|
|
(ii) |
Splits
and Combinations. If the Company at any time or from time to time after the date of this Note subdivides any of its outstanding
Common Shares into a greater number of Common Shares, the Strike Price, in effect immediately prior to such subdivision shall be
proportionately reduced, and, conversely, if the outstanding Common Shares are combined into a smaller number of shares Strike Price
in effect immediately prior to such combination shall be proportionately increased. |
|
(iii) |
Exchange
Cap. Notwithstanding anything herein to the contrary, if the Company has not obtained approval of the requisite shareholders
of the Company necessary for the full exercise of the Conversion Option to comply with the applicable listing rules of the national
securities exchange on which the Common Stock is then listed, then the Company shall convert the Note only to the extent of the maximum
number of shares that may be issued without shareholder approval (taking into account any shares of Common Stock issued in connection
with any other related transactions that may be considered part of the same series of transactions) and the remaining portion of
the Note shall remain outstanding and not converted. |
|
|
|
|
(iv) |
Registration
Rights. In the event that any Common Shares are issued in connection with the exercise of the Conversion Option, the Company
shall promptly enter into a registration rights agreement with the holders of such Common Shares providing for customary demand and
piggyback registration rights with respect to such Common Shares (or other equity securities issued in respect thereof); provided
that the terms of such agreement provide for at least two demand registrations and are no less favorable to such holders than
the terms of any other registration rights agreements with other investors in the Company’s equity securities. |
|
(d) |
The
Board of Directors of the Company has taken all actions necessary to reserve for issuance, and for so long as this Note remains outstanding
shall take such additional action as may be necessary from time to time to cause to be reserved for issuance, upon exercise of the
Conversion Option, a sufficient number of Common Shares to permit exercise in full of the Conversion Option and to cause the Common
Shares issued upon exercise of the Conversion Option to be duly authorized, validly issued, fully paid and non-assessable. |
7.
Event of Default. Each of the following events shall be an “Event of Default” hereunder:
|
(a) |
the
Company fails to pay timely (i) any of the principal amount due under this Note on the date the same becomes due and payable or (ii)
any accrued interest or other amounts due under this Note within three (3) business days of the date the same becomes due and payable,
whether at maturity, by acceleration or otherwise; |
|
|
|
|
(b) |
the
Company or the Guarantor (A) files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium
law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, (B) applies for or consents to the appointment
of a receiver, trustee, custodian or liquidator for itself or any part of its property if such appointment is not terminated or dismissed
within sixty (60) days, (C) shall be adjudicated as bankrupt or insolvent or (D) makes any assignment for the benefit of creditors
or takes any corporate action in furtherance of any of the foregoing; |
|
(c) |
the
Company or the Guarantor becomes subject to any proceedings under any bankruptcy, reorganization, insolvency or moratorium law or
any other law for the relief of, or relating to, debtors, now or hereafter in effect (unless such proceeding is dismissed or discharged
within sixty (60) days), or have an order of relief entered against it in any proceeding under the United States Bankruptcy Code;
or |
|
|
|
|
(d) |
any
provision of this Note or the Secured Guaranty shall for any reason cease to be valid and binding on or enforceable against the Company
or the Guarantor (as applicable), or the Company shall so state in writing. |
Upon
the occurrence of an Event of Default hereunder, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the
option of the Holder, and upon written notice to the Company, and, in the case of an Event of Default pursuant to (c) or (d) above, automatically,
be immediately due, payable and collectible by Holder pursuant to applicable law.
“Secured
Guaranty” means that certain Secured Guaranty, dated as of the date hereof, by Velo3D US, Inc., a Delaware corporation (the
“Guarantor”) in favor of the Holder.
8.
Notices. All notices and other communications required to be given under this Note to either Holder or the Company, as applicable,
shall be in writing.
9.
Entire Agreement; Severability. This Note, the Secured Guaranty and that certain Intercreditor and Subordination Agreement, dated
as of the date hereof, among the Company, the Holder and Arrayed Notes Acquisition Corp. constitute the entire agreement among the Parties
with respect to the matters covered hereby and thereby and supersede all previous written, oral or implied understandings among them
with respect to such matters. Any provision of this Note which is invalid or unenforceable in any jurisdiction shall be ineffective to
the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and
any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.
10.
Governing Law; Waiver of Jury Trial.
|
(a) |
In
all respects, including all matters of construction, validity and performance, this Note shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York applicable to contracts made and performed in such state, without
regard to the principles thereof regarding conflict of laws. |
|
|
|
|
(b) |
THE
COMPANY AND HOLDER ACKNOWLEDGE AND AGREE THAT ANY DISPUTE OR CONTROVERSY WHICH MAY ARISE UNDER THIS NOTE IS LIKELY TO INVOLVE COMPLICATED
AND DIFFICULT ISSUES AND, THEREFORE, EACH OF THE COMPANY AND HOLDER IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS NOTE. |
11.
Amendment and Waiver. No amendment, modification or waiver of any provision of this Note nor consent to departure by the Company
therefrom shall be effective, irrespective of any course of dealing, unless the same shall be in writing and signed by the Company and
the Holder. The waiver by a Party of any breach hereof for default in the performance hereof shall not be deemed to constitute a waiver
of any other default of any succeeding breach or default.
12.
Successors and Assigns. This Note may be transferred only in compliance with the provisions herein and upon its surrender to the
Company for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in form satisfactory
to the Company. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new Note for like principal
amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall be paid solely to
the registered holder of this Note. Such payment shall constitute full discharge of the Company’s obligation to pay such interest
and principal.
[Signature
page follows.]
IN
WITNESS WHEREOF, The Company has caused this SENIOR SECURED CONVERTIBLE PROMISSORY NOTE to be executed by its duly authorized
officer as of the date first set forth above.
|
VELO3D,
INC. |
|
|
|
|
By: |
/s/
Arun Jeldi |
|
Name: |
Arun
Jeldi |
|
Title: |
Chief
Executive Officer |
ACCEPTED
AND AGREED:
Thieneman
properties, llc |
|
|
|
|
By: |
/s/
Kenneth D. Thieneman |
|
Name: |
Kenneth
D. Thieneman |
|
Title: |
Managing
Member |
|
Exhibit
10.2
SECURED
GUARANTY
THIS
SECURED GUARANTY (the “Guaranty”) is entered into as of January 7, 2025 by Velo3D US, Inc., a Delaware corporation
having an address at 2710 Lakeview Court, Fremont, CA 94538 (“Guarantor”), in favor of and for the benefit of Thieneman
Properties, LLC, an Indiana limited liability company, having an address at 15627 Club Estates, Lane, Carmel, IN 46033, as holder of
the Secured Promissory Note (as defined below) (together with its successors and assigns in such capacity, “Beneficiary”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Secured Promissory
Note (as defined below).
W
I T N E S S E T H :
WHEREAS,
Velo3D, Inc., a Delaware corporation (the “Company”) has issued that certain Senior Secured Convertible Promissory
Note, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Secured
Promissory Note”), in favor of the Beneficiary; and
WHEREAS,
in connection therewith, Guarantor has agreed to guaranty the Guarantied Obligations.
NOW,
THEREFORE, FOR VALUE RECEIVED, IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1.
Guaranty. Guarantor irrevocably and unconditionally guaranties, as primary obligor and not merely as surety, the due and punctual
payment in full of all Guarantied Obligations (as hereinafter defined) when the same shall become due, whether at stated maturity, by
acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section
362(a) of Title 11 of the United States Code entitled “Bankruptcy,” (the “Bankruptcy Code”), 11 U.S.C.
§ 362(a)). The term “Guarantied Obligations” means all indebtedness of the Company arising solely under the Secured
Promissory Note.
Subject
to the other provisions of this Section 1, upon the failure of the Company to pay any of the Guarantied Obligations when and as the same
shall become due, Guarantor will upon demand pay, or cause to be paid, in cash, to the Beneficiary, an amount equal to the aggregate
of the unpaid Guarantied Obligations.
Guarantor,
and by its acceptance of this Guaranty, the Beneficiary, hereby confirm that it is the intention of all such persons that this Guaranty
and the Guaranteed Obligations hereunder not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the
Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable
to this Guaranty and the Guaranteed Obligations. To effectuate the foregoing intention, the Beneficiary and the Guarantor hereby irrevocably
agree that the Guaranteed Obligations under this Guaranty at any time shall be limited to the maximum amount as will result in the Guaranteed
Obligations under this Guaranty not constituting a fraudulent transfer or conveyance.
2.
Guaranty Absolute; Continuing Guaranty. The obligations of Guarantor hereunder are irrevocable, absolute, independent and unconditional
and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment
in full of the Guarantied Obligations. In furtherance of the foregoing and without limiting the generality thereof, Guarantor agrees
that: (a) this Guaranty is a guaranty of payment when due and not of collectability; (b) Beneficiary may enforce this Guaranty upon the
occurrence of an Event of Default under the Secured Promissory Note notwithstanding the existence of any dispute between the Company
and the Beneficiary with respect to the existence of such event; (c) the obligations of Guarantor hereunder are independent of the obligations
of the Company under the Secured Promissory Note and a separate action or actions may be brought and prosecuted against Guarantor whether
or not any action is brought against the Company and whether or not the Company is joined in any such action or actions; and (d) Guarantor’s
payment of a portion, but not all, of the Guarantied Obligations shall in no way limit, affect, modify or abridge Guarantor’s liability
for any portion of the Guarantied Obligations that has not been paid. This Guaranty is a continuing guaranty and shall be binding upon
Guarantor and its successors and assigns, and Guarantor irrevocably waives any right to revoke this Guaranty as to future transactions
giving rise to any Guarantied Obligations.
3.
Actions by Beneficiary. The Beneficiary may from time to time, without notice or demand and without affecting the validity or enforceability
of this Guaranty or giving rise to any limitation, impairment or discharge of Guarantor’s liability hereunder, (a) renew, extend,
accelerate or otherwise change the time, place, manner or terms of payment of the Guarantied Obligations, (b) settle, compromise, release
or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guarantied Obligations or any agreement
relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (c) request and accept other guaranties
of the Guarantied Obligations and take and hold security for the payment of this Guaranty or the Guarantied Obligations, (d) release,
exchange, compromise, subordinate or modify, with or without consideration, any security for payment of the Guarantied Obligations, any
other guaranties of the Guarantied Obligations, or any other obligation of any person with respect to the Guarantied Obligations, (e)
enforce and apply any security now or hereafter held by or for the benefit of the Beneficiary in respect of this Guaranty or the Guarantied
Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that the Beneficiary may have against
any such security, pursuant to any applicable security agreement, including foreclosure on any such security pursuant to one or more
judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and (f) exercise any other rights
available to the Beneficiary, or any of them, under the Secured Promissory Note.
4.
Waivers. Guarantor waives, for the benefit of Beneficiary: (a) any right to require the Beneficiary, as a condition of payment or
performance by Guarantor, to (i) proceed against the Company, (ii) proceed against or exhaust any security held from the Company, (iii)
proceed against or have resort to any balance of any deposit account or credit on the books of the Beneficiary in favor of the Company,
or (iv) pursue any other remedy in the power of the Beneficiary; (b) any defense arising by reason of the incapacity, lack of authority
or any disability or other defense of the Company including, without limitation, any defense based on or arising out of the lack of validity
or the unenforceability of the Guarantied Obligations or any agreement or instrument relating thereto or by reason of the cessation of
the liability of the Company from any cause, other than payment in full of the Guarantied Obligations; (c) any defense based upon any
statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome
than that of the principal; (d) any defense based upon the Beneficiary’s errors or omissions in the administration of the Guarantied
Obligations, except behavior that amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, that are
or might be in conflict with the terms of this Guaranty and any legal or equitable discharge of Guarantor’s obligations hereunder,
(ii) the benefit of any statute of limitations affecting Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights
to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that the Beneficiary protect, secure,
perfect or insure any lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices
of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default under the Secured Promissory
Note; and (g) to the fullest extent permitted by law, any defenses or benefits that may be derived from or afforded by law which limit
the liability of or exonerate guarantors or sureties, or which may conflict with the terms of this Guaranty.
5.
Security.
(a)
As security for the payment in full of all of the Guaranteed Obligations, the Guarantor hereby grants to the Beneficiary a security interest
in and continuing lien on all of the Guarantor’s right, title and interest in, to and under the following property, wherever located,
and whether now existing or hereafter arising or acquired from time to time (the “Collateral”): (a) Accounts, (b)
Inventory and (c) all Proceeds and products thereof, in each case to the extent that a security interest therein can be perfected by
filing a financing statement under the UCC (as defined below). Unless otherwise defined herein, capitalized terms used in this Section
5 shall have the meanings assigned to them in the Uniform Commercial Code in effect from time to time in the State of New York (the “UCC”).
Notwithstanding
the foregoing, the term “Collateral” shall not include any license, contract, agreement or other General Intangible to which
the Guarantor is a party as to which the grant of a security interest would (A) constitute a violation of a valid and enforceable restriction
in favor of a third party on such grant, unless and until any required consents shall have been obtained, or (B) give any other party
to such license, contract, agreement or other General Intangible a valid and enforceable right to terminate its obligations or the Guarantor’s
rights thereunder; provided that the limitation set forth in clause (A) above shall (x) exist only for so long as such law, rule, regulation,
general intangibles, contracts, or other rights arising under any contracts, instruments, or other documents, continue to be effective
(and, upon the cessation, termination or expiration of such law, rule, regulation, general intangibles, contracts, or other rights arising
under any contracts, instruments, or other documents, or if any such law, rule, regulation, general intangibles, contracts, or other
rights arising under any contracts, instruments, or other documents is no longer applicable, the security interest granted herein shall
be deemed to have automatically attached to such asset), and (y) not apply with respect to any asset if and to the extent that the security
interest in and to such asset granted hereunder is permitted under Sections 9-406, 9-407, 9-408, or 9-409 of the UCC.
(b)
The Guarantor hereby authorizes the Beneficiary at any time, and from time to time, to file in any jurisdiction any initial financing
statements and amendments thereto without the signature of the Guarantor that indicates the Collateral as being of an equal scope as
the grant of the security interest set forth herein. Notwithstanding anything to the contrary contained herein or elsewhere, in no event
shall any action be (or required to be) taken to perfect any liens on any Collateral granted herein, other than by filing a UCC financing
statement.
(c)
Upon (i) the payment in full of all Guaranteed Obligations (other than contingent obligations as to which no claim has been asserted)
or (ii) the conversion in full of this Secured Promissory Note in accordance with Section 6 of the Secured Promissory Note, the security
interests granted hereby shall automatically terminate. Upon any such termination, the Beneficiary will execute (if applicable) and deliver
to the Guarantor such documents as the Guarantor shall reasonably request (including, without limitation, Uniform Commercial Code termination
statements) to evidence such termination.
6.
Amendments and Waivers. No amendment, modification, termination or waiver of any provision of this Guaranty, and no consent to any
departure by Guarantor therefrom, shall in any event be effective without the written concurrence of Beneficiary and, in the case of
any such amendment or modification, Guarantor. Any such waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it was given.
7.
Miscellaneous.
The
rights, powers and remedies given to Beneficiary by this Guaranty are cumulative and shall be in addition to and independent of all rights,
powers and remedies given to Beneficiary by virtue of any statute or rule of law or in the Secured Promissory Note or any agreement between
Guarantor and Beneficiary or between the Company and Beneficiary. Any forbearance or failure to exercise, and any delay by the Beneficiary
in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof,
nor shall it preclude the further exercise of any such right, power or remedy.
In
case any provision in or obligation under this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.
THIS
GUARANTY AND THE RIGHTS AND OBLIGATIONS OF GUARANTOR AND THE BENEFICIARY HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
This
Guaranty shall inure to the benefit of Beneficiary and its successors and assigns.
ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT
OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY GUARANTOR ACCEPTS FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE
OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY. Guarantor
agrees that service of all process in any such proceeding in any such court may be made by registered or certified mail, return receipt
requested, to Guarantor at its address set forth below its signature hereto, such service being acknowledged by Guarantor to be sufficient
for personal jurisdiction in any action against Guarantor in any such court and to be otherwise effective and binding service in every
respect. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of the
Beneficiary to bring proceedings against Guarantor in the courts of any other jurisdiction.
GUARANTOR
AND, BY ITS ACCEPTANCE OF THE BENEFITS HEREOF, BENEFICIARY EACH AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. The scope of this waiver is intended to be all-encompassing of any and all
disputes that may be filed in any court and that relate to the subject matter of this transaction, including without limitation contract
claims, tort claims, breach of duty claims and all other common law and statutory claims. Guarantor and, by its acceptance of the benefits
hereof, Beneficiary each (i) acknowledges that this waiver is a material inducement for Guarantor and Beneficiary to enter into a business
relationship, that Guarantor and Beneficiary have already relied on this waiver in entering into this Guaranty or accepting the benefits
thereof, as the case may be, and that each will continue to rely on this waiver in their related future dealings, and (ii) further warrants
and represents that each has reviewed this waiver with its legal counsel and that each knowingly and voluntarily waives its jury trial
rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS OF THIS GUARANTY. In the event
of litigation, this Guaranty may be filed as a written consent to a trial by the court.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed and delivered as of the date first written above.
|
VELO3D
US, INC. |
|
|
|
|
By: |
/s/
Arun Jeldi |
|
Name: |
Arun
Jeldi |
|
Title: |
Chief
Financial Officer |
ACCEPTED
AND AGREED
thieneman
properties, llc |
|
|
|
|
By: |
/s/
Kenneth D. Thieneman |
|
Name: |
Kenneth
D. Thieneman |
|
Title: |
Managing
Member |
|
Exhibit
10.3
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Employment
Offer
Page
1
Offer
Letter
Velo3D,
Inc.
January
08, 2025
Arun
Jeldi
ajeldi@arrayedadditive.com
|
Re: |
Offer
of Employment by Velo3D, Inc. |
Dear
Arun:
I
am very pleased to confirm our offer to you of employment with Velo3D, Inc. (the “Company”). The terms of our
offer and the benefits currently provided by the Company are as follows:
1.
Position and Start Date. You are being offered the position of Chief Executive Officer (CEO). This is an exempt position
based out of our Fremont, CA office. Your start date will be retroactive to December 24, 2024, the date of your formal appointment as
CEO of Velo3D, Inc.. The compensation highlighted in this offer is contingent on approval from the board of directors.
2.
Starting Salary. Your annualized base salary will be $425,000 per year and will be subject to periodic review “Base
Salary”).
3.
Benefits. In addition, you will be eligible to participate in regular health insurance, bonus, paid time off, and
other employee benefit plans established by the Company for its employees.
The
Company reserves the right to change or otherwise modify, in its sole discretion, the preceding terms of employment.
4.
Target Annual Bonus. You will be eligible for an incentive bonus of 80% of your Base Salary, specifically $340,000, for
the fiscal year of 2025 based on the achievement of performance objectives to be determined by the Company’s Board of Directors
(the “Board”). Any bonus for a fiscal year will be paid within 2½ months after the close of that fiscal
year, but only if you are still employed by the Company at the time of payment. The determinations of the Board with respect to your
bonus will be final and binding.
Velo3D, Inc. | 2710 Lakeview Court, Fremont, CA 94538 | (408) 610-3915 | www.Velo3D.com |
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Employment
Offer
Page
2
5.
Protection of Confidential and Proprietary Information. As an employee of the Company, you will have access to certain
confidential information of the Company and you may, during the course of your employment, develop certain information or inventions
that will be the property of the Company. To protect the Company’s interests, as a condition of employment, you must sign and abide
by the Company’s standard “Employee Invention Assignment and Confidentiality Agreement,” a copy of which is attached
hereto as Exhibit A.
6.
No Breach of Obligations to Prior Employers. We wish to impress upon you that we do not want you to, and we hereby direct
you not to, bring with you any confidential or proprietary material of any former employer or violate any other obligations you may have
to any former employer. You represent that your signing of this offer letter, agreement(s) concerning equity granted to you, if any,
under the Plan and the Company’s Employee Invention Assignment and Confidentiality Agreement and your commencement of employment
with the Company will not violate any agreement currently in place between yourself and current or past employers.
7.
No Competition During Employment. During the period that you render services to the Company, you agree to not engage in
any employment, business or activity that is in any way competitive with the business or proposed business of the Company. You will disclose
to the Company in writing any other gainful employment, business, or activity that you are currently associated with or participate in
that competes with the Company. You will not assist any other person or organization in competing with the Company or in preparing to
engage in competition with the business or proposed business of the Company.
8.
At Will Employment. Employment with the Company is for no specific period of time. Should you accept our offer, you will
be an at-will employee of the Company, which means the employment relationship can be terminated by either of us for any reason, at any
time, with or without prior notice and with or without cause. Any statements or representations to the contrary (and, indeed, any statements
contradicting any provision in this letter) are superseded by this agreement. Further, your participation in any stock option or benefit
program is not to be regarded as assuring you of continuing employment for any particular period of time. Although your job duties, title,
compensation, and benefits, as well as the Company’s personnel policies and practices, may change from time to time, the “at-will”
nature of your employment may be changed only in an express, written employment agreement signed by you and a duly authorized officer
of the Company (other than you).
9.
Tax Matters. All forms of compensation referred to in this agreement are subject to reduction to reflect applicable withholding
and payroll taxes and other deductions required by law.
10.
Authorization to Work. Please note that because of employer regulations adopted in the Immigration Reform and Control Act
of 1986, within three (3) business days of starting your new position you will need to present documentation demonstrating that you have
authorization to work in the United States. If you have questions about this requirement, which applies to U.S. citizens and non-U.S.
citizens alike, you may contact our personnel office.
Velo3D, Inc. | 2710 Lakeview Court, Fremont, CA 94538 | (408) 610-3915 | www.Velo3D.com |
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Employment
Offer
Page
3
11.
Arbitration. To the fullest extent permitted by law, and subject to the limitations on arbitration set forth in subsection
(a)(i) and (ii) below, you and the Company (collectively, the “parties”) agree as follows:
(a)
The parties agree to submit to mandatory binding arbitration any and all claims arising out of or related to your employment with the
Company and the termination thereof (the “Arbitrable Claims”), except as follows:
(i)
This arbitration section does not restrict your right to file (A) claims in court for violation of the California Labor Code, including
on a representative action basis under California Labor Code Sections 2698, et seq, or the California Fair Employment and Housing
Act; or (B) administrative claims before any government agency where, as a matter of law, you have the right to file such administrative
claims (including, but not limited to, the National Labor Relations Board, the Equal Employment Opportunity Commission, the Department
of Labor, and applicable state and local agencies); and
(ii)
Each party may seek injunctive relief in court related to the improper use, disclosure or misappropriation of that party’s private,
proprietary, confidential and/or trade secret information.
(b)
For all (i) Arbitrable Claims, and (ii) claims covered by subsection (a)(i) above that you voluntarily elect to adjudicate through arbitration
rather that in court, the arbitration shall be conducted in Campbell, California through JAMS before a single neutral arbitrator, in
accordance with the JAMS employment arbitration rules then in effect. The JAMS rules may be found and reviewed at http://www.jamsadr.com/rules-employment-arbitration.
If you are unable to access these rules, please let me know and I will provide you with a hardcopy. The arbitrator shall issue a written
decision that contains the essential findings and conclusions on which the decision is based.
(c)
This arbitration section is governed by and will be construed in accordance with the Federal Arbitration Act, 9 U.S.C. 1, et seq.
If, for any reason, any term of this arbitration provision is held to be invalid or unenforceable, all other valid terms and conditions
of this arbitration provision shall be severable in nature, and remain fully enforceable.
12.
Background Check. This offer is contingent upon a satisfactory verification of criminal, education, driving and/or employment
background. This offer can be rescinded based upon data received in the verification.
13.
Entire Agreement. This offer (and Exhibit A), once accepted, constitutes the entire agreement between
you and the Company with respect to the subject matter hereof and supersedes all prior offers, negotiations, and agreements, if any,
whether written or oral, relating to such subject matter. You acknowledge that neither the Company nor its agents have made any promise,
representation, or warranty whatsoever, either express or implied, written, or oral, which is not contained in this agreement for the
purpose of inducing you to execute the agreement, and you acknowledge that you have executed this agreement in reliance only upon such
promises, representations, and warranties as are contained herein.
Velo3D, Inc. | 2710 Lakeview Court, Fremont, CA 94538 | (408) 610-3915 | www.Velo3D.com |
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Employment
Offer
Page
4
14.
Acceptance. This offer will remain open until January 08, 2025. If you decide to accept our offer, and I hope you will,
please sign the enclosed copy of this letter in the space indicated and return it to me. Your signature will acknowledge that you have
read and understood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything
else that you wish to discuss, please do not hesitate to call me.
We
look forward to the opportunity to welcome you to the Company.
|
Very
truly yours, |
|
|
|
/s/
Juhi Patel |
|
|
|
Juhi
Patel |
|
Manager,
Human Resources |
I
have read and understood this offer letter and hereby acknowledge, accept, and agree to the terms as set forth above and further acknowledge
that no other commitments were made to me as part of my employment offer except as specifically set forth herein.
/s/
Arun Jeldi |
|
Date
signed: |
1/8/2025 |
Arun
Jeldi |
|
|
|
Velo3D, Inc. | 2710 Lakeview Court, Fremont, CA 94538 | (408) 610-3915 | www.Velo3D.com |
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Velo3D (PK) (USOTC:VLDX)
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De Jan 2025 à Fév 2025
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