Management Change/Compensation Form 8 K

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.