Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On August 12, 2024, Velo3D, Inc. (the "Company") entered into a warrant inducement (the "Inducement Agreement") with certain warrant holders (the "Warrant Holders") which references the warrants (the "Existing Warrants") registered for sale under the registration statement on Form S-3 (file No. 333-268346) (the "Registration Statements") in the amount of 742,857 warrants to purchase shares of the Company's common stock, par value $0.00001 per share (the "Common Stock").

Pursuant to the Inducement Agreement, the holders of the Existing Warrants agreed to reduce the exercise price of their Existing Warrants totaling 742,857, from $19.78 per share to $2.28 per share. Additionally, the Company agreed to issue registered warrants with an exercise price of $2.28 per share to purchase 1,485,714 shares of Common Stock (the "New Warrants"), pursuant to a warrant agreement (the "New Warrant Agreement").

The transactions contemplated by the Inducement Agreement and the New Warrant Agreement are expected to close on or around August 13, 2024. If exercised in full, the Company will receive aggregate gross proceeds up to approximately $1,620,000, before deducting expenses payable by the Company.

If and to the extent the Existing Warrants are exercised, the Company expects to use the net proceeds from these transactions for working capital and other general corporate purposes.

Terms of the New Warrants

The New Warrants will have an exercise price of $2.28 per share and will be exercisable on and after the date of issuance.

The New Warrants will expire on the five (5) year anniversary of their initial exercise date. If at the time of exercise there is no effective registration statement registering the New Warrants, or the prospectus contained therein is not available for the issuance of the New Warrants to the holder or the resale of the New Warrants by the holder, then the New Warrants may also be exercised, in whole or in part, at such time by means of a "cashless exercise".

The exercise price and the number of shares of Common Stock issuable upon exercise of each New Warrant are subject to certain adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock. In the event of a fundamental transaction, as described in the New Warrant Agreement, the holders of the New Warrants will be entitled to receive upon exercise of the New Warrants the, from the Company or any successor entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value (as defined in the New Warrant Agreement) of the unexercised portion of the New Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the fundamental transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the fundamental transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such fundamental transaction, such holders of Common Stock will be deemed to have received common stock/shares of the successor entity (which entity may be the Company following such fundamental transaction) in such fundamental transaction.

The New Warrants described above and the underlying shares of Common Stock were offered pursuant to the Registration Statement on Form S-3 (File No. 333-268346), which was declared effective by the Securities and Exchange Commission on November 21, 2022.

The "Beneficial Ownership Limitation" shall be 4.99% (or, upon election by a holder prior to the issuance of any New Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of the New Warrant.

The foregoing descriptions of each of the Inducement Agreement and the New Warrant Agreement do not purport to be complete and are each qualified in their entirety by reference to the full text of the forms of the Inducement Agreement and the New Warrant, copies of which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

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