Velo3D, Inc.

Previous wording

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current wording

nalysis of Financial Condition and Results of Operations

Previous wording

The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our results of operations and financial condition. This discussion should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and our unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report. This discussion contains forward-looking statements based upon our current expectations, estimates and projections, and involves numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements due to, among other considerations, the matters discussed in the sections titled “Risk Factors” and “Forward-looking Statements” herein. During the fiscal year ended December 31, 2024, we identified immaterial errors in our previously issued financial statements. We have corrected the amounts as presented in this Item 2 accordingly. Refer to Notes 1 and 16 to the unaudited condensed consolidated interim financial statements included in Part I of this Quarterly Report on Form 10-Q for additional information.

Current wording

The following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of our results of operations and financial condition. This discussion should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and our unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report. This discussion contains forward-looking statements based upon our current expectations, estimates and projections, and involves numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements due to, among other considerations, the matters discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-looking Statements” herein. During the fiscal year ended December 31, 2024, we identified immaterial errors in our previously issued financial statements. We have corrected the amounts as presented in this Item 2 accordingly. Refer to Notes 2 and 16 to the unaudited condensed consolidated interim financial statements included in Part I of this Quarterly Report on Form 10-Q for additional information.

Previous wording

Our Sapphire Family of Printers give our customers who are in space, aviation, defense, automotive, energy and industrial markets the freedom to design and produce metal parts with complex internal features and geometries that had previously been considered impossible for AM. We believe our technology is years ahead of competitors.

Current wording

Our Sapphire Family of Printers gives our customers who are in space, aviation, defense, automotive, energy and industrial markets the freedom to design and produce metal parts with complex internal features and geometries that had previously been considered impossible for AM. We believe our technology is years ahead of competitors.

Previous wording

On February 24, 2025, the Company entered into February Warrant Exchange Agreements with each of: (i) Highbridge Tactical Credit Master Fund, L.P. (“HM”); (ii) Highbridge Tactical Credit Institutional Fund, Ltd. (collectively with HM, the “Highbridge Holders”); (iii) Anson Investments Master Fund LP (“AMF”); (iv) Anson East Master Fund LP (collectively with AMF, the “Anson Holders”); (v) High Trail Investments ON LLC (“HTI”), and (vi) HB SPV I Master LLC (together with HTI, the “High Trail Holders”), pursuant to which: (a) the Highbridge Holders and the Anson Holders agreed to exchange an aggregate of 60,150 registered warrants issued in April 2024 and an aggregate of 99,048 registered warrants issued in August 2024, and (b) the High Trail Holders agreed to exchange an aggregate of 151,808 unregistered warrants issued in April 2024 and July 2024, and an aggregate of 19,048 registered warrants issued in December 2023, for an aggregate of 990,159 shares (the “Acquired Shares”) of Company’s common stock, respectively, equating in each case to an exchange ratio of three Acquired Shares for each warrant.

Current wording

Holders”); (iii) Anson Investments Master Fund LP (“AMF”); (iv) Anson East Master Fund LP (collectively with AMF, the “Anson Holders”); (v) High Trail Investments ON LLC (“HTI”), and (vi) HB SPV I Master LLC (together with HTI, the “High Trail Holders”), pursuant to which: (a) the Highbridge Holders and the Anson Holders agreed to exchange an aggregate of 60,150 registered warrants issued in April 2024 and an aggregate of 99,048 registered warrants issued in August 2024, and (b) the High Trail Holders agreed to exchange an aggregate of 151,808 unregistered warrants issued in April 2024 and July 2024, and an aggregate of 19,048 registered warrants issued in December 2023, for an aggregate of 990,159 shares (the “Acquired Shares”) of Company’s common stock, respectively, equating in each case to an exchange ratio of three Acquired Shares for each warrant.

Previous wording

On January 7, 2025, the Company issued a Senior Secured Convertible Promissory Note in the principal amount of $5,000,000 (the “January Note”) to Thieneman Properties, LLC, an Indiana limited liability company. The January Note bears interest at a rate of 60.0% per annum, was payable in full on April 7, 2025 in the amount of $5,750,000 and if not paid on or prior to such date, would continue to accrue interest at the same rate until paid. The January Note may be prepaid in whole or in part at any time without penalty or premium and is convertible in the event of default into shares of the Company’s common stock, at a fixed conversion price of $23.40 per share. On April 7, 2025, the Company made a payment of $750,000, covering the first three months of interest on the January Note.

Current wording

On January 7, 2025, the Company issued a Senior Secured Convertible Promissory Note in the principal amount of $5,000,000 (the "January Note") to Thieneman Properties, LLC, an Indiana limited liability company. The January Note bears interest at a rate of 60.0% per annum, was payable in full on April 7, 2025 in the amount of $5,750,000 and given it was not paid on or prior to such date, continues to accrue interest at the same rate until paid. The January Note may be prepaid in whole or in part at any time without penalty or premium and is convertible in the event of default into shares of the Company’s common stock, at a fixed conversion price of $23.40 per share. On April 7, 2025, the Company made a payment of $750,000, covering the first three months of interest on the January Note.

Previous wording

On February 10, 2025, the Company issued a Senior Secured Convertible Promissory Note in the principal amount of $10,000,000 (the “February Note”) to Thieneman Construction, Inc, an Indiana corporation, to be funded in two tranches of $5,000,000. The February Note bears interest at a rate of 30.0% per annum, is payable in full on the date that is six months from the date such tranche was funded, (the first tranche and second tranche were received by the Company on February 10, 2025 and March 20, 2025, respectively), 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 outstanding principal amount of the February Note is convertible into shares of the Company’s common stock upon the occurrence of the Company’s successful listing of shares of its common stock on a national securities exchange or the occurrence and during the continuation of an event of default, into common stock at a fixed conversion price of $15.00 per share.

Current wording

On February 10, 2025, the Company issued a Senior Secured Convertible Promissory Note in the principal amount of $10,000,000 (the "February Note") to Thieneman Construction, Inc., an Indiana corporation, to be funded in two tranches of $5,000,000. The February Note bears interest at a rate of 30.0% per annum, is payable in full on the date that is six months from the date such tranche was funded, (the first tranche and second tranche were received by the Company on February 10, 2025 and March 20, 2025, respectively), in the amount of $5,750,000 and given it was not paid on or prior to such date, will continue to accrue interest at the same rate until paid. The outstanding principal amount of the February Note is convertible into shares of the Company's common stock upon the occurrence of the Company’s successful listing of shares of its common stock on a national securities exchange or the occurrence and during the continuation of an event of default, into common stock at a fixed conversion price of $15.00 per share.

Previous wording

See Note 2,Summary of Significant Accounting Policies, for additional information on the 2025 reverse stock split in the notes to our unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report.

Current wording

See Note 1, Description of Business and Basis of Presentation, for additional information on the 2025 reverse stock split in the notes to our unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report.

Previous wording

Notwithstanding the recent debt and equity transactions, as described in “—Liquidity and Capital Resources” and in Note 1Description of Business and Basis of Presentation—Going Concern, Financial Condition and Liquidity and Capital Resources in the notes to the unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report, management believes that substantial doubt exists about the Company’s ability to continue as a going concern. We do not have sufficient liquidity to meet our operating needs and satisfy our debt obligations for at least the next 12 months. The Company will need to engage in additional financings to fund our operations, continue to fund payroll for employees, and satisfy our obligations in the near term. Without such additional funding, we will not be able to continue operations and may be required to sell assets, liquidate and/or file for bankruptcy.

Current wording

Notwithstanding the recent debt and equity transactions, as described in “—Liquidity and Capital Resources” and in Note 1 Description of Business and Basis of Presentation—Going Concern, Financial Condition and Liquidity and Capital Resources in the notes to the unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report, management believes that substantial doubt exists about the Company's ability to continue as a going concern. We do not have sufficient liquidity to meet our operating needs and satisfy our debt obligations for at least the next 12 months. The Company will need to engage in additional financings to fund our operations, continue to fund payroll for employees, and satisfy our obligations in the near term. Without such additional funding, we will not be able to continue operations and may be required to sell assets, liquidate and/or file for bankruptcy.

Previous wording

On June 27, 2025, the stockholders of the Company, approved an amendment (“the Written Consent Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation’), to remove Section 1 of Article VIII of the Certificate of Incorporation, which prohibited stockholder action by written consent without a stockholder meeting. On July 1, 2025, the Written Consent Amendment was filed with the Secretary of State of the State of Delaware. As a result of the Written Consent Amendment, stockholders will be permitted to act by written consent to the extent permitted under the General Corporation Law of the State of Delaware.

Current wording

On June 27, 2025, the stockholders of the Company, approved an amendment (“the Written Consent Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation’), to remove Section 1 of Article VIII of the Certificate of Incorporation, which prohibited stockholder action by written consent without a stockholder meeting. On July 1, 2025, the Written Consent Amendment was filed with the Secretary of State of the State of Delaware. As a result of the Written Consent Amendment, stockholders are now permitted to act by written consent to the extent permitted under the Delaware General Corporation Law.

Previous wording

Our operating results for the foreseeable future will continue to depend on sales to a small group of customers. For the three months ended June 30, 2025 and 2024, sales to the top three customers accounted for 65.2% and 66.4%, respectively, of our revenue. Of the top three customers for the three months ended June 30, 2025, two customers were different from the top three customers for the comparable period in 2024. For the six months ended June 30, 2025 and 2024, sales to the top three customers accounted for 54.6% and 53.7%, respectively, of our revenue. Of the top three customers for the six months ended June 31, 2025, two customers were different from the top three customers for the comparable period in 2024.

Current wording

Our operating results for the foreseeable future will continue to depend on sales to a small group of customers. For the three months ended September 30, 2025 and 2024, sales to the top three customers accounted for 50.9% and 82.0%, respectively, of our revenue. Of the top three customers for the three months ended September 30, 2025, two customers were different from the top three customers for the comparable period in 2024. For the nine months ended September 30, 2025 and 2024, sales to the top three customers accounted for 36.7% and 51.7%, respectively, of our revenue. Of the top three customers for the nine months ended September 30, 2025, two customers were different from the top three customers for the comparable period in 2024.

Previous wording

**3D Printer sale transactions -**fixed purchase price model. The timeframe from order to completion of the site acceptance test usually occurs over three to nine months. As we scale our production, we expect to reduce this timeframe. Contract consideration allocated to the 3D Printer is recognized at a point in time, which occurs upon transfer of control to the customer at shipment.

Current wording

3D Printer and parts sale transactions -fixed purchase price model. The timeframe from order to completion of the site acceptance test usually occurs over three to nine months. As we scale our production, we expect to reduce this timeframe. Contract consideration allocated to the 3D Printer is recognized at a point in time, which occurs upon transfer of control to the customer at shipment.

Previous wording

Other revenue included under 3D Printer sales includes parts and consumables, such as filters, powder or build plates, that are sold to customers and recognized upon transfer of control to the customer at shipment.

Current wording

Other revenue included under 3D Printer and parts sales includes parts and consumables, such as filters, powder or build plates, that are sold to customers and recognized upon transfer of control to the customer at shipment.

Previous wording

Rapid Production Solutions (“RPS”) - RPS utilizes our deep engineering expertise, cutting-edge technology and a fleet of Sapphire XC large-format metal 3D printers to manufacture custom metal components in order to accelerate path to production for our customers. RPS revenue is included under 3D Printer revenue.

Current wording

Rapid Production Solutions ("RPS") - RPS utilizes our deep engineering expertise, cutting-edge technology and a fleet of Sapphire XC large-format metal 3D printers to manufacture custom metal components in order to accelerate the path to production for our customers. RPS revenue is included under 3D Printer and parts revenue.

Previous wording

Recurring Payment transactions - are our leased 3D Printer transactions. We define our Recurring Payment transactions as operating leases. Under the leased 3D Printer transaction, the customer typically pays an amount for a lease which entitles the customer to a base number of hours of usage. For usage above that level, the customer typically pays an hourly usage fee. Most of our leases have a 12-month term, though in some instances the lease term is longer.

Current wording

Recurring Payment transactions - our leased 3D Printer transactions. We define our Recurring Payment transactions as operating leases. Under the leased 3D Printer transaction, the customer typically pays an amount for a lease which entitles the customer to a base number of hours of usage. For usage above that level, the customer typically pays an hourly usage fee. Most of our leases have a 12-month term, though in some instances the lease term is longer.

Previous wording

Our cost of revenue includes the “Cost of 3D Printers,” “Cost of Recurring Payment” and “Cost of Support Services.”

Current wording

Our cost of revenue includes the “Cost of 3D Printer and Parts,” “Cost of Recurring Payment” and “Cost of Support Services.”

Previous wording

Cost of 3D Printers includes the manufacturing cost of our components and subassemblies purchased from vendors for the assembly, as well as raw materials and assemblies, shipping costs and other directly associated costs. Cost of 3D Printers also includes allocated overhead costs from headcount-related costs, such as salaries, stock-based compensation, depreciation of manufacturing related equipment and facilities, and information technology costs.

Current wording

Cost of 3D Printer and parts includes the manufacturing cost of our components and subassemblies purchased from vendors for the assembly, as well as raw materials and assemblies, shipping costs, cost of RPS solutions, and other directly associated costs. Cost of 3D Printers also includes allocated overhead costs from headcount-related costs, such as salaries, stock-based compensation, depreciation of manufacturing related equipment and facilities, and information technology costs.

Previous wording

Cost of RPS includes cost of raw materials, typically metal powder feedstock, direct and indirect labor, depreciation of 3D printers and other related equipment and facilities, utilities such as electricity and specialty gases, shipping costs and other directly associated costs. Cost of RPS is included under 3D Printer cost of revenue.

Current wording

Cost of RPS includes cost of raw materials, typically metal powder feedstock, direct and indirect labor, depreciation of 3D printers and other related equipment and facilities, utilities such as electricity and specialty gases, shipping costs and other directly associated costs. Cost of RPS is included under 3D Printer and parts cost of revenue.

Previous wording

Total revenue for the three months ended June 30, 2025 and 2024 was $13.6 million and $10.3 million, respectively, an increase of $3.2 million, or 31.2%.

Current wording

Total revenue for the three months ended September 30, 2025 and 2024 was $13.6 million and $8.2 million, respectively, an increase of $5.4 million, or 65.4%.

Previous wording

3D Printer sales were $12.1 million and $8.7 million for the three months ended June 30, 2025 and 2024, respectively, an increase of $3.4 million. The increase in revenue was primarily attributed to the product mix and the number of systems sold. The 3D Printer sales also included printed parts and consumables revenue.

Current wording

3D Printer and parts sales were $12.0 million and $1.0 million for the three months ended September 30, 2025 and 2024, respectively, an increase of $10.9 million. The increase in revenue was primarily attributed to the product mix and the number of systems sold. The 3D Printer and parts sales also included printed parts and consumables revenue.

Previous wording

Recurring Payment revenue, structured as an operating lease, was less than $0.1 million for the six months ended June 30, 2025 and $0.8 million for the six months ended June 30, 2024. The decrease was primarily attributable to a revenue reduction related to fewer operating lease transactions.

Current wording

Recurring Payment revenue, structured as an operating lease, was $0.0 million for the three months ended September 30, 2025 and $0.2 million for the three months ended September 30, 2024. The decrease was primarily attributable to a revenue reduction related to fewer operating lease transactions in 2025 compared to 2024.

Previous wording

Our Support Services revenue was $1.4 million and $1.4 million for the three months ended June 30, 2025 and 2024, respectively, a decrease of less than $0.1 million. Support Services revenue remained consistent primarily due to services provided to customers.

Current wording

Our Support Services revenue was $1.4 million and $2.0 million for the three months ended September 30, 2025 and 2024, respectively, a decrease of $0.7 million. Support Services revenue is primarily due to services provided to customers based on the installed base requiring preventive maintenance and other support services.

Previous wording

Other revenue was less than $0.1 million and $0.0 for the three months ended June 30, 2025 and 2024, respectively.

Current wording

Other revenue was $0.3 million and $5.0 for the three months ended September 30, 2025 and 2024, respectively. For the three months ended September 30, 2024, the Company granted license rights in our IP technology in exchange for $5.0 million non-recurring revenue with a customer.

Previous wording

Cost of 3D Printers was $14.0 million and $10.7 million for the three months ended June 30, 2025 and 2024, respectively. The increase of $3.3 million was due to the higher overhead and labor absorption to manufacture the systems which were started in 2024 and sold in 2025 for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. We expect the cost to manufacture new systems in 2025 to improve as a result of overhead and fixed cost reduction efforts implement in late 2024.

Current wording

Cost of 3D Printer and parts was $11.9 million and $2.2 million for the three months ended September 30, 2025 and 2024, respectively. The increase of $9.6 million was due to the increased number of systems sold for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The Cost of 3D Printer and parts also included cost for printed parts and consumables. We expect the cost to manufacture new systems in 2025 to improve as a result of overhead and fixed cost reduction efforts implement in late 2024.

Previous wording

Cost of Recurring Payment was $0.0 and $0.2 million for the three months ended June 30, 2025 and 2024, respectively. This decrease of $0.2 million was primarily due to a decrease in depreciation of the equipment subject to operating lease and allocable Cost of Support Services as a result of fewer 3D Printers in service in the three months ended June 30, 2025, compared to the three months June 30, 2024.

Current wording

Cost of Recurring Payment was $0.0 and $0.2 million for the three months ended September 30, 2025 and 2024, respectively. This decrease of $0.2 million was primarily due to a decrease in depreciation of the equipment subject to operating lease and allocable Cost of Support Services as a result of fewer 3D Printers in service in the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

Previous wording

Cost of Support Services was $2.2 million and $5.2 million for the six months ended June 30, 2025 and 2024, respectively. Cost of Support Services decreased by $2.9 million, due to reliability improvement efforts that the Company undertook in 2024 leading to lower field service engineering labor and overhead in June 30, 2025, compared to June 30, 2024. We expect this to decrease on a per unit basis as the Sapphire XC, Sapphire 1MZ and Sapphire XC 1MZ system reliability improves. We also expect our Cost of Support Services will increase with the delivery of more 3D Printer systems to customers.

Current wording

Cost of Support Services was $1.4 million and $1.8 million for the three months ended September 30, 2025 and 2024, respectively. Cost of Support Services decreased by $0.4 million, due to reliability improvement efforts that the Company undertook in 2024 leading to lower field service engineering labor and overhead for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. We expect this to decrease on a per unit basis as the Sapphire XC, Sapphire 1MZ and Sapphire XC 1MZ system reliability improves. We also expect our Cost of Support Services will increase with the delivery of more 3D Printer systems to customers.

Previous wording

Cost of revenue as a percentage of revenue was 103.9% and 128.4% for the six months ended June 30, 2025 and 2024, respectively. The decrease in the cost of revenue as a percentage of revenue was primarily driven by product mix and improvements in the average selling price of 3D Printers.

Current wording

Cost of revenue as a percentage of revenue was 96.8% and 50.6% for the three months ended September 30, 2025 and 2024, respectively. The increase in the cost of revenue as a percentage of revenue was primarily driven by the increased number of systems sold for the three months ended September 30, 2025, compared to the three months ended September 30, 2025.

Previous wording

We may experience increasing component costs from our suppliers due to international tariffs and our current financial situation. We are currently unable to secure credit terms and volume discounts with our suppliers, causing us to pay a premium, in advance, or source from alternate suppliers at unfavorable terms for our products. This has negatively impacted our cost of revenue and will continue to negatively impact our cost of revenue until our financial conditions improve and costs associated with tariffs ease.

Current wording

We may experience increasing component costs from our suppliers due to international tariffs and our current financial situation. We are currently unable to secure credit terms and volume discounts with our suppliers, causing us to pay a premium, in advance, or source from alternate suppliers at unfavorable terms for our products. This has negatively impacted our cost of revenue and will continue to negatively impact our cost of revenue until our financial condition improves and costs associated with tariffs ease.

Previous wording

Total gross profit (loss) was $(0.9) million and $(5.7) million for the six months ended June 30, 2025 and 2024, respectively. As a percentage of revenue, the gross margin was (3.9)% and (28.4)% for the six months ended June 30, 2025 and 2024, respectively. The increase in gross profit for the six months ended June 30, 2025 was primarily attributable to product mix and improvements in the average selling price of 3D Printers, offset by the historical higher manufacturing cost of systems started in 2024 but sold in 2025 during the six months ended June 30, 2025, as compared to the six months ended June 30, 2024.

Current wording

Total gross profit was $0.4 million and $4.1 million for the three months ended September 30, 2025 and 2024, respectively. As a percentage of revenue, the gross margin was 3.2% and 49.4% for the three months ended September 30, 2025 and 2024, respectively. The decrease in gross profit for the three months ended September 30, 2025 was primarily attributable to the other revenue non-recurring license fee during the three months ended September 30, 2024, as compared to the three months ended September 30, 2025.

Previous wording

Due to the aforementioned trends in customer orders and component costs, our gross profit and gross margin have been and will continue to be negatively impacted until our financial conditions improve.

Current wording

Due to the aforementioned trends in customer orders and component costs, our gross profit and gross margin have been and will continue to be negatively impacted until our financial condition improves.

Previous wording

Research and development expenses were $5.1 million and $9.6 million for the six months ended June 30, 2025 and 2024, respectively, a decrease of $4.5 million. The decrease in research and development expenses was driven by a $2.5 million decrease in headcount, salaries and employee-related expenses, a decrease of $1.4 million in stock-based compensation, a decrease of $0.6 million in other research and development expenses.

Current wording

Research and development expenses were $3.0 million and $4.4 million for the three months ended September 30, 2025 and 2024, respectively, a decrease of $1.4 million. The decrease in research and development expenses was driven by a $0.6 million decrease in headcount, salaries and employee-related expenses, a decrease of $0.4 million in stock-based compensation, and a decrease of $0.4 million in research and development expenses.

Previous wording

We expect research and development costs to remain at similar levels for the remainder of 2025 due to the maturation of our Sapphire family of systems and certain investments in improvements current product line and to increase in the long term as we continue to invest in enhancing and advancing our portfolio of AM solutions.

Current wording

We expect research and development costs to remain at similar levels for the remainder of 2025 due to the maturation of our Sapphire family of systems and certain investments in improvements in our current product line, and to increase in the long term as we continue to invest in enhancing and advancing our portfolio of AM solutions.

Previous wording

Selling and marketing expenses were $1.6 million and $4.3 million for the three months ended June 30, 2025 and 2024, respectively, a decrease of $2.7 million. The decrease was attributable to a decrease of $2.2 million in headcount, salaries and employee-related expenses, and a $0.5 million decrease in stock-based compensation. Marketing costs and initiatives spending remained consistent for three months ended June 30, 2025 and 2024.

Current wording

Selling and marketing expenses were $2.0 million and $3.1 million for the three months ended September 30, 2025 and 2024, respectively, a decrease of $1.1 million. The decrease was attributable to a decrease of $1.0 million in headcount, salaries and employee-related expenses, and a $0.1 million decrease in stock-based compensation. Marketing costs and initiatives spending remained consistent for three months ended September 30, 2025 and 2024.

Previous wording

General and administrative expenses were $6.0 million and $8.8 million for the three months ended June 30, 2025 and 2024, respectively, a decrease of $2.8 million. The decrease was attributable to a decrease of $0.6 million in headcount, salaries and employee-related expenses, a $1.0 million decrease in stock-based compensation, and a decrease of $1.2 million in legal, professional fees and general and administrative expenses.

Current wording

General and administrative expenses were $6.0 million and $15.4 million for the three months ended September 30, 2025 and 2024, respectively, a decrease of $9.4 million. The decrease was attributable to a decrease of $0.1 million in headcount, salaries and employee-related expenses, a $0.7 million decrease in stock-based compensation, a decrease of $1.9 million in legal, professional fees and general and administrative expenses, and a non-recurring bad debt write down of $6.7 million in the three months ended September 30, 2024.

Previous wording

We expect general and administrative expenses to decrease as a result of savings from our reduction in force implemented in late 2024. We continue to focus on our company-wide initiatives to reduce operating costs for the remainder of 2025 as we continue to reducing our general and administrative expenses through reducing our reliance on outside consultants, managing facility costs, negotiating with vendors for improved pricing and enterprise level efficiency improvements.

Current wording

We expect general and administrative expenses to decrease as a result of savings from our reduction in force implemented in late 2024. We continue to focus on our company-wide initiatives to reduce operating costs for the remainder of 2025 as we continue to reduce our general and administrative expenses through reducing our reliance on outside consultants, managing facility costs, negotiating with vendors for improved pricing and enterprise level efficiency improvements.

Previous wording

Interest expense was $2.6 million and $9.4 million for the six months ended June 30, 2025 and 2024, respectively, due to the reduction in Senior Secured Notes and offset by the issuance of the Secured Convertible Notes.

Current wording

Interest expense was $1.2 million and $3.6 million for the three months ended September 30, 2025 and 2024, respectively, due to the reduction in Senior Secured Notes, which was offset by the issuance of the Secured Convertible Notes.

Previous wording

We expect our interest expense will continue to decrease as a result of our reduced debt.

Current wording

We expect our interest expense will continue to decrease as a result of our amendments to the interest rates.

Previous wording

The gain on fair value of warrants was $0.0 and $25.3 million for the three months ended June 30, 2025 and 2024, respectively, and was related to the non-cash fair value change of the warrant liabilities driven by the relative change in our stock price.

Current wording

The gain on fair value of warrants was $0.0 million and $9.2 million for the three months ended September 30, 2025 and 2024, respectively, and was related to the non-cash fair value change of the warrant liabilities driven by the relative change in our stock price.

Previous wording

The change in fair value of the contingent earnout liability was $0.0 and $1.8 million for the three months ended June 30, 2025 and 2024, respectively, and was related to the non-cash fair value change of the earnout liabilities driven by the relative change in our stock price.

Current wording

The change in fair value of the contingent earnout liability was $0.0 and less than $0.1 million for the three months ended September 30, 2025 and 2024, respectively, and was related to the non-cash fair value change of the earnout liabilities driven by the relative change in our stock price.

Previous wording

We will continue to review our conclusions about the appropriate amount of the valuation allowance on a quarterly basis. If we were to generate profits in the remainder of 2025 and beyond, the U.S. valuation allowance position could be reversed in the foreseeable future. We expect a benefit to be recorded in the period the valuation allowance reversal is recorded and a higher effective tax rate in periods following the valuation allowance reversal.

Current wording

We will continue to review our conclusions about the appropriate amount of the valuation allowance on a quarterly basis. If we were to generate profits in the remainder of 2025and beyond, the U.S. valuation allowance position could be reversed in the foreseeable future. We expect a benefit to be recorded in the period the valuation allowance reversal is recorded and a higher effective tax rate in periods following the valuation allowance reversal.

Previous wording

3D Printer sales were $19.6 million and $16.3 million for the six months ended June 30, 2025 and 2024, respectively, an increase of $3.3 million. The increase in revenue was primarily attributed to product mix and the number of systems sold. The 3D Printer sales also included printed parts and consumables revenue.

Current wording

3D Printer and parts sales were $31.6 million and $17.4 million for the nine months ended September 30, 2025 and 2024, respectively, an increase of $14.2 million. The increase in revenue was primarily attributed to product mix and the number of systems sold. The 3D Printer and parts sales also included printed parts and consumables revenue.