Velo3D, Inc.

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 “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.

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, 2025 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, 2025, we identified immaterial errors in our previously issued financial statements. We have corrected the amounts as presented in this Item 2 accordingly. Refer to Note 2, Summary of Significant Accounting Policies to the unaudited condensed consolidated interim financial statements included in Part I of this Quarterly Report for additional information.

Previous 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.

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 ahead of competitors.

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 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.

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 bore 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 could be prepaid in whole or in part at any time without penalty or premium and was 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

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

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.

Previous wording

Effective July 28, 2025, we implemented a 1-for-15 reverse stock split of our issued and outstanding common stock. The reverse stock split was effected by the filing of a certificate of amendment (the “Amendment”) to our Certificate of Incorporation with the Secretary of State of the State of Delaware, without any change to par value or the number of authorized shares of common stock. The Amendment became effective upon such filing. No fractional shares were issued in connection with the reverse stock split as all fractional shares were rounded up to the next whole share. All share and per share amounts of our common stock listed in this Quarterly Report have been adjusted, as applicable, to give effect to the reverse stock split.

Current wording

Secretary of State of the State of Delaware, without any change to par value or the number of authorized shares of common stock. The Amendment became effective upon such filing. No fractional shares were issued in connection with the reverse stock split as all fractional shares were rounded up to the next whole share. All share and per share amounts of our common stock listed in this Quarterly Report have been adjusted, as applicable, to give effect to the reverse stock split.

Previous wording

On August 19, 2025, Velo3D, Inc. entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as representative of the several underwriters named therein (the “Representative”), relating to the public offering of 5,833,333 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share, at a purchase price per share of $3.00 (the “Offering Price”). Pursuant to the Underwriting Agreement, the Company also granted the Representative a 30-day option to purchase up to an additional 875,000 shares of common stock at the Offering Price, less any underwriting discounts and commissions, which was exercised in full.

Current wording

On August 19, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as representative of the several underwriters named therein (the “Representative”), relating to the public offering of 5,833,333 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share, at a purchase price per share of $3.00 (the “Offering Price”). Pursuant to the Underwriting Agreement, the Company also granted the Representative a 30-day option to purchase up to an additional 875,000 shares of common stock at the Offering Price, less any underwriting discounts and commissions, which was exercised in full.

Previous wording

The August 2025 Offering closed on August 20, 2025. Gross proceeds of $20.1 million was received from the August 2025 Offering of 5,833,333 shares of the Company's common stock ($17.5 million) and the exercise of the Representative option to purchase 875,000 shares of common stock. Net proceeds from the offering were approximately $17.8 million after deducting $2.3 million in the underwriting discounts and commissions, and other estimated offering expenses payable by the Company for legal and audit services. The Company intends to use the net proceeds of this offering for working capital, capital expenditures and general corporate purposes.

Current wording

The offering closed on August 20, 2025 (the "August 2025 Offering"). Gross proceeds of $20.1 million was received from the August 2025 Offering of 5,833,333 shares of the Company's common stock ($17.5 million) and the exercise of the Representative option to purchase 875,000 shares of common stock. Net proceeds from the August 2025 Offering were approximately $17.8 million after deducting $2.3 million in the underwriting discounts and commissions, and other estimated offering expenses payable by the Company for legal and audit services. The Company intends to use the net proceeds of this offering for working capital, capital expenditures and general corporate purposes.

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 are now permitted to act by written consent to the extent permitted under the Delaware General Corporation Law.

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, and the Written Consent Amendment became effective on such date. 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 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.

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 March 31, 2026 and 2025, sales to the top three customers accounted for 60.9% and 70.7%, respectively, of our revenue. Of the top three customers for the three months ended March 31, 2026, all three customers were different from the top three customers for the comparable period in 2025.

Previous 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.

Current wording

3D Printer and parts sales were $12.0 million and $7.5 million for the three months ended March 31, 2026 and 2025, respectively, an increase of $4.5 million. The increase in revenue was primarily attributed to an increase in the average selling price, an increase in the number of systems sold, and an increase in RPS revenues related to an increase in production volume for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The 3D Printer and parts sales also included printed parts and consumables revenue.

Previous 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.

Current wording

Recurring Payment revenue, structured as an operating lease, was $0.0 million for the three months ended March 31, 2026 and $0.0 million for the three months ended March 31, 2025.

Previous 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.

Current wording

Our Support Services revenue was $1.3 million and $1.8 million for the three months ended March 31, 2026 and 2025, respectively, a decrease of $0.5 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

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.

Current wording

Cost of 3D Printer and parts was $10.2 million and $7.5 million for the three months ended March 31, 2026 and 2025, respectively. The increase of $2.7 million was due to an increase in the number of system sold, offset by efficiency improvements in costs for overhead and labor for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. We expect the cost to manufacture new systems and to operate the RPS programs in 2026 to improve as a percentage of revenue as a result of overhead and fixed cost reduction efforts implement in late 2025 and increases in production volume leading to economies of scale cost efficiencies.

Previous 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.

Current wording

Cost of Recurring Payment was $0.0 million and less than $0.1 million for the three months ended March 31, 2026 and 2025, respectively.

Previous 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.

Current wording

Cost of revenue as a percentage of revenue was 82.8% and 92.5% for the three months ended March 31, 2026 and 2025, respectively. The decrease in the cost of revenue as a percentage of revenue was primarily driven by an increase in the number of system sold, offset by efficiency improvements in costs for overhead and labor for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Previous 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.

Current wording

Total gross profit was $2.4 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively. As a percentage of revenue, the gross margin was 17.2% and 7.5% for the three months ended March 31, 2026 and 2025, respectively. The increase in gross profit for the three months ended March 31, 2026 was primarily attributable to the an increase in the average selling price, an increase in the number of systems sold, and an increase in RPS revenue as well as efficiencies in improving our overhead and labor costs during the three months ended March 31, 2026, as compared to the three months ended March 31, 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 condition improves.

Current wording

We expect to accelerate production cycle times and further improving efficiencies on the production floor to lower our cost of revenue, which we expect will improve our gross profit and gross margins in the second half of 2026. Due to the aforementioned trends in component costs, our gross profit and gross margin may continue to be negatively impacted until our financial condition improves.

Previous 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.

Current wording

Research and development expenses were $2.7 million and $2.1 million for the three months ended March 31, 2026 and 2025, respectively, an increase of $0.6 million. The increase in research and development expenses was driven by a $0.8 million increase in headcount, salaries and employee-related expenses, an increase of $0.1 million in stock-based compensation, offset by a decrease of $0.3 million in other costs, primarily driven by a decrease in software costs. Research and development projects in 2026 are focused primarily on projects aligned with increasing the reliability experience for customers.

Previous 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.

Current wording

Selling and marketing expenses were $1.7 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively, an increase of $0.6 million. The increase was attributable to an increase of $0.5 million in headcount, salaries and employee-related expenses, a $0.2 million increase in stock-based compensation. and a $0.2 million increase in marketing costs and initiatives spending, offset by $0.3 million in other costs.

Previous 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.

Current wording

General and administrative expenses were $4.9 million and $9.1 million for the three months ended March 31, 2026 and 2025, respectively, a decrease of $4.2 million. The decrease was attributable to a $2.5 million decrease in stock-based compensation, a decrease of $0.8 million in legal, professional fees and general and administrative expenses, decrease of $0.6 million in facilities and other general and administrative expenses, and decrease of $0.3 million in headcount, salaries and employee-related expenses.

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 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.

Current wording

We expect general and administrative expenses to increase as we expand our business. However, we also continue to focus on our company-wide initiatives to reduce operating costs in other areas for 2026 as we reduce our general and administrative expenses through reducing our reliance on outside consultants, managing facility costs and negotiating with vendors for improved pricing and enterprise level efficiency improvements. We expect that related general and administrative expenses for advisory, consulting, legal and accounting fees may increase with Company projects related to the expansion in RPS with a new manufacturing facility.

Previous wording

Interest expense was $3.8 million and $12.9 million for the nine months ended September 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 $0.7 million and $1.1 million for the three months ended March 31, 2026 and 2025, respectively. The decrease was due to the reduction of the outstanding balances in the Senior Secured Notes and Convertible Secured Notes.

Previous wording

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

Current wording

We expect our interest expense will continue to decrease as a result of our lower outstanding debt balances.

Previous 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.

Current wording

The gain (loss) on fair value of warrants was $0.0 million and ($1.0) million for the three months ended March 31, 2026 and 2025, respectively. The change was related to the absence of warrant cancelations or revaluations in the first quarter of 2026.

Previous wording

Loss on warrant cancellation was $11.4 million and $0.0 for the nine months ended September 30, 2025 and 2024, respectively, and related to the loss recognized in conjunction with the February 2025 Warrant Exchange transaction.

Current wording

Loss on warrant cancellation was $11.4 million for the three months ended March 31, 2025 and related to the loss recognized in conjunction with the February 2025 Warrant Exchange transaction.

Previous wording

No provision for federal and state income taxes was recorded for both the three months ended September 30, 2025 and 2024 due to projected losses, and we maintained a full valuation allowance on the deferred tax assets as of September 30, 2025 and December 31, 2024.

Current wording

Less than $0.1 million of a provision for federal and state income taxes was recorded for both the three months ended March 31, 2026 and 2025 due to projected losses, and we maintained a full valuation allowance on the deferred tax assets as of March 31, 2026 and December 31, 2025.

Previous wording

As of September 30, 2025, the Company had approximately $11.8 million in cash and short-term investments and $6.7 million in accounts receivable. Our business requires substantial amounts of cash for operating activities, including salaries and wages paid to our employees, component and sub-assembly purchases, general and administrative expenses, and others.

Current wording

As of March 31, 2026, we had approximately $16.6 million in cash and cash equivalents on hand and $6.7 million in accounts receivable. Our business requires substantial amounts of cash for operating activities, including salaries and wages paid to our employees, component and sub-assembly purchases, general and administrative expenses, and others.

Previous wording

Our purchase commitments per terms and conditions with suppliers and vendors are cancellable in whole or in part prior to shipment. Purchase commitments (purchase orders) of $5.3 million for parts and assemblies are due upon receipt and will primarily be delivered throughout the remainder of 2025. If inventory is shipped, we will accrue a liability under accrued expenses. We have no other commitments and contingencies, except for the operating leases and the Secured Notes, the January Note, and the February Note. See Note 8, Leases, in the unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report for further discussion.

Current wording

Our purchase commitments per terms and conditions with suppliers and vendors are cancellable in whole or in part prior to shipment. Non-cancellable purchase commitments (purchase orders) of $24.4 million for parts and assemblies are due upon receipt and will primarily be delivered throughout the remainder of 2026. If inventory is shipped, we will accrue a liability under accrued expenses. We have no other commitments and contingencies, except for the operating leases and the Secured Notes, the January Note, and the February Note. See Note 8, Leases, in the unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report for further discussion.

Previous wording

During the nine months ended September 30, 2025, we experienced less revenue growth than expected due to our focus on improving the reliability of systems and working on restoring market confidence with our high-value customers with the new executive leadership team. As of September 30, 2025, we do not have sufficient working capital to meet our financial needs for the twelve-month period following the filing date of this Quarterly Report. As such, we believe that there is substantial doubt about our ability to continue as a going concern for the twelve-month period following the issuance of these unaudited condensed consolidated interim financial statements. See Note 1, Description of Business and Basis of Presentation—Going Concern, Financial Condition and Liquidity and Capital Resources, in the unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report.

Current wording

During the three months ended March 31, 2026, we experienced revenue growth over the prior quarter as expected due to our focus on improving the reliability of systems and working on restoring market confidence with our high-value customers with the new executive leadership team. As of March 31, 2026, we do not have sufficient working capital to meet our financial needs for the twelve-month period following the filing date of this Quarterly Report. As such, we believe that there is substantial doubt about our ability to continue as a going concern for the twelve-month period following the issuance of these unaudited condensed consolidated interim financial statements. See Note 1, Description of Business and Basis of Presentation—Going Concern, Financial Condition and Liquidity and Capital Resources, in the unaudited condensed consolidated interim financial statements included elsewhere in this Quarterly Report.

Previous wording

As of September 30, 2025, our debt arrangements comprised the Secured Notes, the January Notes, and the February Notes, of which we had approximately $23.0 million aggregate principal amount outstanding as of September 30, 2025.

Current wording

As of March 31, 2026, our debt arrangements comprised the 2025 Equipment Loan, of which we had approximately $9.2 million aggregate principal amount outstanding as of March 31, 2026.

Previous wording

The following table summarizes our cash flows for the nine months ended September 30, 2025 and 2024:

Current wording

The following table summarizes our cash flows for the three months ended March 31, 2026 and 2025:

Previous wording

Net cash used in operating activities for the nine months ended September 30, 2025 was $19.6 million, consisting primarily of a net loss of $51.0 million, non-cash loss of $27.8 million described below, and a decrease in net operating assets of $3.6 million. The cash used from net operating assets was comprised of a decrease from other assets of $5.9 million, a decrease from accounts receivable of $2.9 million, a decrease from contract assets of $2.9 million, a decrease from contract liabilities of $2.0 million, a decrease from accounts payable of $1.8 million, and a decrease from other net operating assets of $0.5 million, and offset by an increase from inventories of $11.3 million, and an increase from accrued expenses and other liabilities of $8.3 million. The non-cash loss of $27.8 million primarily consisted of the loss on cancellation of warrants of $11.4 million, stock-based compensation expense of $9.1 million, and the loss on fair value of warrants of $1.0 million.

Current wording

Net cash used in operating activities for the three months ended March 31, 2026 was $18.0 million, consisting primarily of a net loss of $7.0 million, non-cash loss of $2.7 million described below, and a decrease in net operating assets of $13.7 million.The cash used from net operating assets was comprised of a decrease from contract assets of $2.1 million, a decrease from prepaid expenses and other current assets of $3.9 million, a decrease from accounts payable of $5.5 million, a decrease from accrued expenses and other current liabilities of $1.0 million, a decrease from contract liabilities of $1.5 million, and a decrease from other net operating assets of $1.0 million, offset by an increase from inventories of $0.7 million, and an increase from other assets of $0.6 million. The non-cash loss of $2.7 million primarily consisted of stock-based compensation expense of $1.9 million, and depreciation and amortization of $0.8 million.

Previous wording

Net cash used in operating activities for the nine months ended September 30, 2024 was $30.5 million, consisting primarily of a net loss of $51.6 million, non-cash gain of $13.2 million described below, and a decrease in net operating assets of $8.0 million. The decrease in net operating assets was comprised a decrease from accounts receivable of $7.4 million due to timing of customer payments, and a decrease in accrued expenses and other current liabilities of $1.1 million, and a decrease from other net operating assets of $0.9 million, offset by an increase in contract liabilities of $6.4 million, an increase from other assets of $3.6 million, an increase in contract assets of $3.5 million, an increase from prepaid expenses of $2.2 million related to insurance and vendor prepayments, an increase from inventories of $1.7 million for Sapphire XC, Sapphire 1MZ and Sapphire XC 1MZ system production. The noncash gain of $13.2 million primarily consisted of the gain on fair value of warrants of $31.9 million, and the gain on fair value of contingent earnout liabilities of $1.4 million, offset by the stock-based compensation expense of $13.0 million, depreciation and amortization of $3.9 million, amortization of debt discount and deferred financing costs of $7.3 million, loss on debt extinguishment of $7.5 million and non-cash cost of issuance of common stock warrants in connection with the BEPO Offering of $8.0 million.

Current wording

Net cash used in operating activities for the three months ended March 31, 2025 was $12.3 million, consisting primarily of a net loss of $25.0 million, non-cash loss of $17.1 million described below, and a decrease in net operating assets of $4.4 million. The cash used from net operating assets was comprised of a decrease from accounts payable of $0.9 million, a decrease from contract liabilities of $2.7 million, a decrease from prepaid expenses of $3.4 million related to insurance and vendor prepayments, a decrease of $0.8 million from accounts receivables and a decrease of $1.0 million related to other net operating assets, offset by an increase inventories of $2.0 million for Sapphire XC, Sapphire 1MZ and Sapphire XC 1MZ system production, an increase from other assets of $1.2 million and an $1.2 million increase from accrued expenses. The noncash loss of $17.1 million primarily consisted of the loss on cancelation of warrants of $11.4 million, stock-based compensation expense of $3.6 million, depreciation and amortization of $1.1 million, and the loss on fair value of warrants of $1.0 million.

Previous wording

Net cash used by investing activities during the nine months ended September 30, 2025 was $2.1 million, consisting of purchases of property and equipment of $2.1 million.

Current wording

Net cash used by investing activities during the three months ended March 31, 2026 was $0.9 million, consisting of purchases of property and equipment.

Previous wording

Net cash provided by investing activities during the nine months ended September 30, 2024 was $6.6 million, consisting of the sale of available for sale securities of $3.2 million, and maturities of available-for-sale investment securities of $3.5 million.

Current wording

There was no cash provided by investing activities during the three months ended March 31, 2025.

Previous wording

We expect our capital expenditures to increase in 2025 compared to 2024 as we invest in printer capacity and related facilities for RPS.

Current wording

We expect our capital expenditures to increase in 2026 compared to 2025 as we invest in printer capacity and related facilities for the RPS expansion project. Management's expectations for capital expenditures is in the range of $40 million to $50 million.

Previous wording

Net cash provided by financing activities during the nine months ended September 30, 2025 was $32.3 million, consisting of $17.8 million net proceeds from the August 2025 Offering and $15.0 million net proceeds from the issuance of the January Note and the February Note, offset by the repayment of the secured notes of $0.5 million.

Current wording

Net cash provided by financing activities during the three months ended March 31, 2025 was $15.0 million, consisting of proceeds of $15.0 million from the issuance of the January Note and the February Note.

Previous wording

We expect cash provided by financing activities to increase by issuing new equity or incurring new debt to continue operations, subject to our compliance with the covenants in the Secured Notes. Our future cash requirements and the adequacy of available funds will depend on many factors, including our operating performance, competitive and industry developments, and financial market conditions.

Current wording

We expect cash provided by financing activities to increase by issuing new equity or incurring new debt to continue operations, subject to our compliance with the covenants in the equipment loan. Our future cash requirements and the adequacy of available funds will depend on many factors, including our operating performance, competitive and industry developments, and financial market conditions.

Previous wording

As of September 30, 2025 and December 31, 2024, except as discussed below, we did not have any off-balance sheet arrangements.

Current wording

As of March 31, 2026 and December 31, 2025, we did not have any off-balance sheet arrangements, other than described below.

Previous wording

For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on Velo3D’s unaudited condensed consolidated interim financial statements, see Note 2, Summary of Significant Accounting Policies, in the notes to the unaudited condensed consolidated interim financial statements in this Quarterly Report.

Current wording

For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our unaudited condensed consolidated interim financial statements, see Note 2, Summary of Significant Accounting Policies, in the notes to the unaudited condensed consolidated interim financial statements in this Quarterly Report.