Annual report [Section 13 and 15(d), not S-K Item 405]

Summary of Significant Accounting Policies (Policies)

v3.26.1
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2025
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (the “SEC”). Intercompany balances and transactions have been eliminated in consolidation. These consolidated financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s consolidated financial information.

On June 10, 2024, the stockholders of the Company approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock, par value $0.00001 per share, at a ratio ranging from 1-for-5 to 1-for-50, with the exact ratio to be set within that range by the Company’s board of directors (the “Board”). On June 10, 2024, the Board approved the reverse stock split at a ratio of 1-for-35 (the “2024 Reverse Stock Split”). On June 12, 2024, the Company filed a Certificate of Amendment to the Company's Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the 2024 Reverse Stock Split, effective as of June 13, 2024.

As a result of the 2024 Reverse Stock Split, every 35 shares of the Company's common stock were automatically reclassified and converted into one issued and outstanding share of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares resulting from the 2024 Reverse Stock Split were rounded up to the nearest whole share and these rounding adjustments had no material impact on the total stockholders’ equity or earnings per share. The par value of the Company’s common stock was not adjusted as a result of the 2024 Reverse Stock Split. All of the Company’s share numbers, per share amounts, and related stockholders’ equity (deficit) balances presented herein have been retroactively adjusted to reflect the 2024 Reverse Stock Split. In addition, the exercise prices, conversion rates and other terms of the Company’s securities that adjusted pursuant to their terms as a result of the 2024 Reverse Stock Split have been presented after giving effect to such adjustments.

On June 27, 2025, the stockholders of the Company, approved an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the issued and outstanding shares of the Company’s common stock, par value $0.00001 per share, at a ratio ranging from 1-for-5 and 1-for-50, with the exact ratio to be set within that range by the Company’s Board. On July 18, 2025, the Board approved the reverse stock split at a ratio of 1-for-15 (the “2025 Reverse Stock Split”). On July 25, 2025, the Company filed a Certificate of Amendment to the Company's Certificate of Incorporation, as amended with the Secretary of State of the State of Delaware to effect the 2025 Reverse Stock Split, effective as of July 28, 2025.

As a result of the 2025 Reverse Stock Split, every 15 shares of the Company's common stock were automatically reclassified and converted into one issued and outstanding share of common stock. No fractional shares were issued in connection with the 2025 Reverse Stock Split. Any fractional shares resulting from the 2025 Reverse Stock Split were rounded up to the nearest whole share and these rounding adjustments had no material impact on the total stockholders’ equity or earnings per share. The par value of the Company’s common stock was not adjusted as a result of the 2025 Reverse Stock Split nor did it change the total number of the Company's authorized shares of common stock. All of the Company’s share numbers, per share amounts, and related stockholders’ equity (deficit) balances presented herein have been retroactively adjusted to reflect the 2025 Reverse Stock Split. In addition, the exercise prices, conversion rates and other terms of the Company’s securities that adjusted pursuant to their terms as a result of the 2025 Reverse Stock Split have been presented after giving effect to such adjustments.

Notice of Delisting

Delisting from the New York Stock Exchange ("NYSE"), Trading on Over-the Counter ("OTC") and Listing on Nasdaq Capital Market ("Nasdaq")

On September 10, 2024 the Company received written notice from the NYSE that the NYSE had determined to commence proceedings to delist the Company’s common stock and publicly traded warrants and that trading in such securities would be suspended immediately. On September 11, 2024, the Company commenced the trading of its common stock and warrants on the OTCQX Best Market. On August 19, 2025, the Company commenced trading of its common stock on the Nasdaq Capital Market under the ticker symbol "VELO".

Going Concern

Going Concern, Financial Condition and Liquidity and Capital Resources

The consolidated financial statements have been prepared on the basis of continuity of operations, the realization of assets and satisfaction of liabilities in the ordinary course of business. The Company has incurred losses from operations and negative cash flows from operations in every year since inception and expects this to continue for the foreseeable future. As of December 31, 2025, the Company had an accumulated deficit of $498.1 million and cash and cash equivalents on hand of approximately $39.0 million.

Management believes that substantial doubt exists about the Company’s ability to continue as a going concern. As of the date of the issuance of these consolidated financial statements, the Company does not have sufficient liquidity to meet its operating needs and satisfy its obligations for at least 12 months from the date of issuance of the consolidated financial statements.

The Company will need to engage in additional financings to fund its operations and satisfy its obligations in the near-term. The Company is in discussions with multiple financing sources to attempt to secure additional financing. There are no assurances that the Company will be able to obtain financing on acceptable terms, or at all, to provide the necessary interim funding to continue its operations and satisfy its obligations for at least 12 months from the date of issuance of these consolidated financial statements.

On April 1, 2024, the Company entered into a second note amendment (the “Second Note Amendment”) to its Secured Notes with High Trail Investments ON LLC and HB SPV I Master Sub LLC, ("the Note Holders"). Pursuant to the Second Note Amendment, the Company agreed to make and made a cash payment of $5.0 million on April 1, 2024, to redeem approximately $4.2 million of aggregate principal amount of the Secured Notes, together with accrued and unpaid interest, and a cash payment of $5.5 million on April 15, 2024, to repay approximately $4.6 million of principal of the Secured Notes, together with accrued and unpaid interest. In connection with the Second Note Amendment, the Company issued to the Note Holders warrants to purchase 41,808 shares of the Company’s common stock that became exercisable 45 days after the original issuance date at an exercise price of $239.22 per share. The Note Holders may

exercise the Warrants by paying the exercise in cash or by reducing the outstanding principal amount under the Secured Notes by an amount equal to the quotient of (A) the amount of the exercise price divided by (B) 1.20.

On April 10, 2024, the Company sold (such sale and issuance, the “BEPO Offering”) an aggregate of: (i) 65,307 shares of common stock and (ii) immediately exercisable warrants to purchase up to 65,307 shares of common stock at $183.75 per share. The offering price per share of common stock and accompanying warrant was $183.75 and resulted in gross proceeds to the Company of approximately $12 million. The Company used the net proceeds from the BEPO Offering primarily for funding working capital and capital expenditures and other general corporate purposes, including repayment of portions of the Company’s Secured Notes.

On July 1, 2024, we entered into a third note amendment to the Secured Notes with the Note Holders (the “Third Note Amendment”). Pursuant to the Third Note Amendment, the Company and the Note Holders agreed to defer the July 1, 2024 partial redemption payment of $10.5 million (the “July Redemption Payment”) over a period of ten equal monthly payments commencing August 1, 2024. During August and September 2024, we received extensions from the Note Holders for the July Redemption Payment through October 4, 2024.

On December 9, 2024, Arrayed Notes Acquisition Corp. ("Arrayed"), a subsidiary of Arrayed Additive, Inc. purchased the Senior Secured Notes due 2026 from the Note Holders. Furthermore, on December 9, 2024, the Company and the Note Holders entered into a forbearance agreement where the Note Holders forbore from taking any enforcement action as a result of the occurrence and/or continuation of any specified events of default.

The Company's strategic business review process to explore alternatives to maximize stockholder value, began in December 2023 and was concluded on December 24, 2024, at the close of the debt for equity exchange transaction.

On December 24, 2024, the Company and Arrayed entered into a debt for equity exchange transaction where the Company issued 12,343,423 shares of the Company’s common stock, in exchange for the cancellation of $22.4 million in principal amount of the Company’s Secured Notes plus $0.4 million of accrued interest on the Notes. Arrayed continues to hold $5.0 million in principal amount of the Notes, and became the owner of approximately 95% of the Company’s issued and outstanding common stock as of such date.

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 and was initially 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.

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 bore interest at a rate of 30.0% per annum, was payable in full on the date that is six months from the date each such tranche was funded, 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 first tranche (“February Note 1st tranche”) and second tranche (“February Note 2nd tranche”) were received by the Company on February 10, 2025 and March 20, 2025, which became due on August 10, 2025 and September 20, 2025, respectively. The outstanding principal amount of the February Note was convertible, 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 shares of the Company's common stock at a fixed conversion price of $15.00 per share. The January Note and February Note are referred to herein collectively as the (“Secured Convertible Notes)”.

On August 14, 2025, the Company amended the January Note (the "January Note Amendment"), which amended certain provisions of the January Note, including: an extension of the maturity date under the January Note to February 14, 2027; a reduction of the interest rate under the January Note to 12%; and an adjustment of the fixed conversion price to $16.38 per share. On August 14, 2025, the Company also amended the February Note (the “February Note Amendment”) which, amended certain provisions of the February Note, including: an extension of the maturity dates for each tranche under the February Note to February 14, 2027; a reduction of the interest

rate under the February Note to 12%; and an adjustment of the fixed conversion price to $10.50 per share. The Company has evaluated that the note amendments are both treated as a debt modification under ASC Topic 470, Debt.

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.

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's 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 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.

On December 8, 2025, the Company and Varilease Finance, Inc. (“Varilease”) entered into a Sale Leaseback Agreement (the “Sale Leaseback Agreement”) pursuant to which the Company agreed to sell to Varilease, and subject to the conditions set forth therein, Varilease agreed to purchase from the Company, assorted Velo3D Sapphire and Sapphire XC metal 3D printers and post processing tools and equipment owned and used by the Company (the “Equipment”). Although the arrangement is legally structured as a sale-leaseback, the Company concluded that the transaction does not qualify as a sale under ASC 606, Revenue from Contracts with Customers, because control of the equipment did not transfer. Accordingly, under ASC 842-40, Leases, the arrangement is accounted for as a secured financing. The underlying equipment remains recorded within Property, Plant, and Equipment, and the proceeds received are recognized as a financing liability. The aggregate purchase price for the Equipment to be received by the Company is $10 million and reported as debt. Payments made under the agreement are allocated between interest expense and a reduction of the financing obligation over the term of the agreement based on the effective interest method. For more information see Note 9, Long-Term Debt, in the notes to the consolidated financial statements.

On December 22, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional accredited investors (the “Purchasers”), for the issuance and sale in a private placement of an aggregate of 3,636,363 shares of the Company’s common stock, par value $0.00001 per share, at a purchase price of $8.25 per share. The foregoing transaction is referred to herein as the “Private Placement.” On December 23, 2025, the parties consummated the Private Placement. The aggregate gross proceeds to the Company from the Private Placement was approximately $30 million, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds of this offering for working capital, capital expenditures and general corporate purposes.

Immediately prior to the further amendment to the January Note described below, Thieneman Properties, LLC transferred the January Note to Arrayed, pursuant to a Convertible Promissory Note Transfer Agreement between Thieneman Properties, LLC (as transferor) and Arrayed (as transferee).

On March 4, 2026, the Company and Arrayed entered into a further amendment to the January Note, which amended certain provisions of the January Note to, among other things, provide that, at any time and from time to time, Arrayed (as holder) has the right, at its option, to convert all or any portion of the outstanding principal amount of the January Note, together with accrued and unpaid interest thereon, into shares of the Company’s common stock.

On March 4, 2026, the Company and Thieneman Construction, Inc. entered into a further amendment to the February Note, which amended certain provisions of the February Note to, among other things, provide that, subject to the existing terms of the February Note, accrued and unpaid interest thereon, in addition to the outstanding principal amount, may be convertible into common stock at the

holder’s option.

On March 4, 2026, the Company issued 394,517 shares of common stock to Arrayed upon conversion of the January Note, in the principal amount of $5,000,000, together with accrued and unpaid interest thereon, at a conversion price of $16.38 per share, a premium to the Company’s share price on March 4, 2026. As of such date, the January Note (including principal and interest) was fully converted into shares of common stock of the Company.

On March 4, 2026, the Company issued 1,145,830 shares of common stock to Thieneman Construction, Inc. upon conversion of the February Note, in the principal amount of $10,000,000, together with accrued and unpaid interest thereon, at a conversion price of $10.50 per share. As of such date, the February Note (including principal and interest) was fully converted into shares of common stock of the Company.

On March 18, 2026, the Company repaid the Secured Note due 2026 in full of $3.2 million for principal and accrued interest. All obligations of the Company under the Secured Notes, have been fully and finally paid, discharged, and satisfied.

Use of Estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. Actual results and outcomes could differ significantly from the Company’s estimates, judgments, and assumptions. Significant estimates include determining useful lives of long-lived assets, the determination of the incremental borrowing rate used for operating lease liabilities, standalone selling price for performance obligations in contracts with customers, variable consideration for sale and utilization fee contracts with customers, the valuation of common stock warrants, the fair value of stock-based compensation and other assumptions used to measure stock-based compensation, the fair value of contingent earnout liabilities, inventory reserves, allowance for credit losses, and the valuation of deferred income tax assets and uncertain tax positions.

These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. As future events and their effects cannot be determined with precision, actual results could materially differ from these estimates and assumptions.

Concentration of Credit Risk and Other Risks and Uncertainties

Concentration of Credit Risk and Other Risks and Uncertainties

The Company’s financial instruments that potentially expose the Company to concentration of credit risk consist mainly of cash and cash equivalents, short-term investments, and accounts receivable, net. The Company maintains its cash and cash equivalents in domestic cash accounts with large, creditworthy financial institutions and maintains its short-term investments with fixed income instruments denominated in U.S. dollars and at minimum A- credit rating. The Company has not experienced any losses on its deposits of cash and cash equivalents through deposits with federally insured commercial banks and at times cash balances may be in excess of federal insurance limits.

See Note 15, Revenue, for customer concentration of revenue and accounts receivable.

The Company relies on several key suppliers for products and services. While alternative providers have and could be identified, the Company is subject to supply and pricing risks.

Fair Value Measurements

Fair Value Measurements

The Company has applied the framework for measuring fair value which requires a fair value hierarchy to be applied to all fair value measurements. Assets and liabilities measured at fair value are classified into one of three levels in the fair value hierarchy based on the inputs used to measure fair value as follows:

Level 1 — Quoted prices observed in active markets for identical assets or liabilities;

Level 2 — Inputs other than quoted prices in active markets that are observable for the asset or liability, either directly or indirectly; and

Level 3 — Significant unobservable market inputs for the asset or liability.

The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short-term maturities. The debt with variable interest at market rates and debt with fixed rates are carried at amortized cost, which approximates its fair value and was classified as Level 2. See Note 9, Long-Term Debt for further information.

Cash and Cash Equivalents and Restricted Cash

Cash and Cash Equivalents and Restricted Cash

All highly liquid investments with an original maturity of three months or less, when purchased, are classified as cash equivalents. Cash equivalents may be invested in money market funds and are carried at cost, which approximates their fair value.

In June 2021, in conjunction with the new 80,000+ square foot manufacturing facility, the Company issued a one-year letter of credit for $0.8 million to the landlord to secure the agreement, which automatically renews for another annual period, through the life of the lease. In October 2024, the letter of credit was reduced to $0.6 million. The Company has restricted cash recorded in other assets to secure the letter of credit and the agreement will allow for reductions to the letter of credit limit based on the Company’s revenue achievements.

Revenue Recognition

Revenue Recognition

Revenue subject to ASC 606 consists of 3D Printer and parts sales and Support Services (recognition of Recurring Payment consisting of payments from lessees of the Company’s equipment discussed below). The Company determines revenue recognition through the following five- step model for recognizing revenue: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, the Company satisfies its performance obligation.

A typical contract with customers for the 3D Printer and bundled software includes the Support Services. The Company provides one price for all deliverables including the 3D Printer and bundled software, and for the Support Services. Typically, the Company has one distinct obligation to transfer the 3D Printers and bundled software, and another distinct obligation to provide the Support Services.

The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. The Company determines SSP based on observable standalone selling price when it is available, as well as other factors, including the price charged to its customers, its discounting practices, and its overall pricing objectives including risk adjusted gross profit margin for products and services, while maximizing observable inputs. In situations where pricing is highly variable, or a product is never sold on

a stand-alone basis, the Company estimates the SSP using the residual approach. Significant judgment is used to identify and account for each of the two performance obligations.

3D printer financial statement line item changed to "3D printer and parts"

3D printer Revenue and 3D printer Cost of revenue have historically included systems and printed parts, and consumables. The name change from Revenue - 3D printer to "3D printer and parts" and Cost of revenue - 3D printer to "3D printer and parts" clarifies where the Rapid Production Solutions printed parts revenue and cost of revenue are presented.

3D Printer and Parts Sales

The Company bills its customers beginning at the time of acceptance of the purchase order (which represents a deposit), with the second billing at the time of shipment and final billing upon site acceptance test completion. The timeframe from order to completion of the site acceptance test occurs typically over three to six months. Revenue for the 3D Printer and parts is recognized at a point-in time, which occurs upon transfer of control to the customer at shipment. Site installation, testing and customer training are incidental to customer acceptance with the portion of the transaction price allocated to these services being deferred as part of Support Services and recognized over the period the services are provided.

Rapid Production Solutions - 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 and occurs upon transfer of control to the customer at shipment.

The Company has elected not to recognize shipping to customers as a separate performance obligation. Revenue from shipping billed to customers for the years ended December 31, 2025 and 2024 was not material.

Recurring Payment (operating lease revenue from lessors)

The Company enters into operating leases (“Recurring Payment”) for customers who do not purchase the 3D Printers (“equipment”). The contracts explicitly specify the equipment which is a production system with defined components and services including the printer itself, services, and accessories. The asset is physically distinct, the supplier does not have substitution rights, and the customer holds the right to direct the use of and obtain substantially all of the economic benefits from the use of the identified asset. The initial lease terms are for 12 months and the Company has considered the possibility of renewals when determining the length of the contract and the expectation is that customers will not exercise any renewal or purchase options at the end of the lease. The Company has evaluated our customer history on renewals, returns and purchase options and have determined the operating lease period of 12 months is appropriate and will continue to monitor our customer expectations. The arrangements provide for a base rent and usually provide for variable payments based on usage in excess of a defined threshold. Support Services are included during the lease term.

Equipment under lease contracts is reclassified from inventory at its basis and depreciated over ten years to a salvage value. Income from the lessee is recorded as revenue using the straight-line method over the term of the lease. Support services are a non-lease component. The practical expedient has been elected to include rents and this non-lease component as one revenue stream recognized over the lease term on a straight-line basis. Costs associated with this component are classified as cost of revenue and recognized as incurred.

The Recurring Payment transactions, which are structured as operating leases, were 0.2% and 2.6% of revenue for the years ended December 31, 2025 and 2024, respectively. Under this model, the customer typically pays a base rent and variable payments based on usage in excess of a defined threshold. Most of our leases have a 12-month term, though in certain cases the lease term is longer.

Costs for warranties for parts and services for equipment under lease are accrued separately at lease commencement and amortized to cost of revenue over the lease term to the extent the costs are probable and can be reasonably estimated since the related revenue is being recognized over the lease term. Warranty accruals were not material as of December 31, 2025 and 2024, respectively.

Equipment leased to customers are considered long-lived assets and are tested for impairment as described below under the heading “Impairment of Long-lived Assets.

Support Services

Support Services are field service engineering, phone and email support, preventative maintenance, and limited on and off-site consulting support. A subsequent Extended Support Agreement is available for renewal after the initial period based on the then fair value of the service.

Support Services revenue are recognized evenly over the contract period beginning with customer performance test acceptance.

Other Revenue

Other Revenue is recognized for licensing agreements, installation and training and other services provided to customers independent of the 3D Printer and parts sales or Support Services contracts. Such revenue is recognized upon transfer of control to the customer. Revenue from licensing agreements, installation and training and other services was $0.5 million and $5.0 million for the years ended December 31, 2025 and 2024, respectively.

Contracts Assets and Contract Liabilities

Contracts Assets and Contract Liabilities

Contract assets consist of unbilled receivables and are recorded when revenue is recognized in advance of scheduled billings to the Company’s customers. A contract asset is recognized when products or services are transferred to a customer and the right to consideration is conditional on something other than the passage of time. Contract liabilities include amounts billed or collected which is related to remaining performance obligations. Revenue allocated to remaining performance obligations represents the transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied. It includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods

Cost of Revenue

Cost of Revenue

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

Cost of Recurring Payment includes depreciation of the equipment on lease over the useful life of three to ten years less the residual value, and an allocated portion of Cost of Support Services.

Cost of Support Services includes the cost of spare or replacement parts for preventive maintenance, installation costs, allocated headcount related costs, such as salaries, stock-based compensation, depreciation of manufacturing related equipment and facilities, and information technology costs. The headcount related costs are directly associated with the engineers dedicated to remote and on-site support, training, travel costs, and other services costs.

Accounts Receivable, Net

Accounts Receivable, Net

Accounts receivable are recorded at the invoiced amount, net of allowance for credit losses and are non-interest bearing. The Company performs ongoing credit evaluations of its customers and maintains an allowance for credit losses to ensure trade receivables are not overstated due to uncollectability. Allowances are provided for individual accounts receivable when the Company becomes

aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy, deterioration in the customer’s operating results, or change in financial position.
Inventories, Net

Inventories, Net

Inventories are stated at the lower of cost or net realizable value. Cost is computed using the weighted-average cost method. Inventory levels are analyzed periodically and written down to their net realizable value if they have become obsolete, have a cost basis in excess of expected net realizable value or are in excess of expected demand.

The Company analyzes current and future product demand relative to the remaining product life to identify potential excess inventories. The write-down is measured as the difference between the cost of the inventories and net realizable value and charged to inventory reserves, which is a component of cost of revenue. At the point of the loss recognition, a new, lower cost basis for those inventories is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Property and Equipment, Net and Equipment Subject to Operating Lease, Net

Property and Equipment, Net and Equipment Subject to Operating Lease, Net

Property and equipment and equipment subject to operating lease are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets, as follows:

 

 

 

Estimated useful life

Equipment subject to operating lease

 

3-10 years

Computers and software

 

1-3 years

Lab equipment and other equipment

 

3-10 years

Furniture and fixtures

 

3-5 years

Leasehold improvements

 

Shorter of the remaining lease term or useful life of 10 years

 

Expenditures for major renewals and improvements that increase functionality of the asset are capitalized and depreciated ratably over the identified useful life. Expenditures for non-major repairs and maintenance are charged to expense as incurred.

The Company capitalizes qualifying internal-use software development costs incurred during the application development stage for internal tools and cloud-based applications used to deliver its services, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed, and the software will be used to perform the function intended. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized. As of December 31, 2025 and 2024, capitalized costs were not material.

Equipment Subject To Operating Lease

Equipment Subject to Operating Lease

We have updated certain naming conventions within our consolidated financial statement descriptions to better reflect the nature of our leases. The line item previously labeled “Equipment on lease, net” has been renamed to “Equipment subject to operating lease, net”. Additionally, the related note disclosure has been revised to separately present (i) “Equipment on Lease”, and (ii) “Equipment available on lease”. These changes are intended to improve clarity and more accurately represent the composition and status of our equipment subject to operating lease.

For more information, see Note 7, Equipment Subject to Operating Lease, Net, in the notes of the consolidated financial statements included elsewhere in this Annual Report.

Our 3D Printers subject to operating leases are classified using the following criteria:

 

Equipment on Lease

Equipment Available for Lease

Revenue generation –under contract or not under contract but held for potential redeployment to existing or new customers

Yes (lease income active)

No (not on active lease)

Physical location – remains in a condition, location, and business context rendering it suitable for future lease arrangements

At customer site

At customer site, idle, or warehouse

 

Intended use – for third party customers and not for internal usage

On Lease

Available for Lease

 

Depreciation – the lesser of the useful life of the equipment or the contract period and annually tested for impairment

Yes, per original schedule

Yes, may accelerate if impaired

 

If the 3D Printers does not meet the above criteria, the equipment is classified under property and equipment, net.

Investments

Investments

The Company's available-for-sale ("AFS") investments primarily consist of U.S. Treasury securities and corporate debt and are reported at fair value on the balance sheet. Unrealized gains and losses on these investments are included as a separate component of accumulated other comprehensive loss, net of tax. These available-for-sale investments are primarily held in the custody of a major financial institution. A specific identification method is used to determine the adjusted cost basis of AFS investments sold. The Company's AFS investments are classified as current based on the intent of management, the nature of the investments and their availability for use in current operations.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company reviews its long-lived assets, consisting of property and equipment, equipment subject to operating lease, net, and right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Factors considered important that could trigger an impairment review include a significant underperformance relative to expected historical or projected future operating results, or a significant change in the manner of the use of the assets. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset (or asset group) to estimated undiscounted future cash flows expected to be generated by the asset (or asset group). If the estimated undiscounted future cash flows generated by these assets were less than the carrying amounts, an impairment charge is recognized.

Management evaluates its long-lived assets, on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with Accounting Standards Codification (“ASC”), ASC Topic 360, Property, Plant and Equipment.

Deferred Transaction Costs

Deferred Transaction Costs

The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to a planned equity financing that is probable of successful completion until such financing is consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred transaction costs are immediately written off to operating expenses.

Information by Segment and Geography

Information by Segment and Geography

The Company manages its operations and allocates resources as a single operating segment. Further, the Company manages, monitors, and reports its financial results as a single reportable segment. The Company’s chief operating decision-maker (“CODM”) is

its Chief Executive Officer, who reviews financial information presented on an entity wide basis for purposes of making operating decisions, assessing financial performance, and allocating resources.

Specifically, our CODM uses consolidated net income to measure performance, allocate resources of the Company as a whole, including investing in future development efforts, customer retention and acquisition, and assessing performance. Further, the CODM reviews and utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations. Other segment items included in consolidated net income are interest income, other expense, net and the provision for (benefit from) income taxes, which are reflected in the consolidated statements of comprehensive income (loss).

Assets Under Lease Agreements (as Lessee)

Assets Under Lease Agreements (as Lessee)

The carrying value of right of use (“ROU”) assets and lease liabilities are based on the present value of future minimum lease payments for leases with original terms in excess of one year. The sum of future minimum lease payments, as adjusted for any initial direct costs, are recognized over the lease term on the straight-line method.

The rate implicit in the lease is not readily determinable in most of the Company’s leases, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease.

The Company has operating leases for office space, warehouse, research and development facilities, and manufacturing facilities. The carrying value of right of use (“ROU”) assets and lease liabilities are based on the present value of future minimum lease payments, as adjusted for any initial direct costs, and are recognized over the lease term on the straight-line method. The Company has elected the short-term lease exemption for all leases with a term of 12 months or less. The Company elected the practical expedient to capitalize the total lease payment rather than separate lease and non-lease components and only capitalize the lease component.

Common Stock Warrants

Common Stock Warrants

The Company classifies the Common Stock Warrants as liabilities in accordance with ASC Topic 815 “Derivatives and Hedging–Contracts in Entity’s Own Equity”. As the Common Stock Warrants meet the definition of a derivative, the Company recorded these warrants within Warrant liabilities on the consolidated balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date.

Contingent Earnout Liability

Contingent Earnout Liability

In connection with the Reverse Recapitalization and pursuant to the Business Combination Agreement, eligible former Legacy Velo3D equity holders are entitled to receive additional shares of common stock upon the Company achieving certain Earnout Triggering Events (as described in the Business Combination Agreement) (the “Earnout Shares”). The Earnout Shares are not indexed to the Common Stock and therefore are accounted for as a liability at the Reverse Recapitalization Date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of gain on fair value of contingent earnout liabilities in the consolidated statements of operations and comprehensive loss. The estimated fair value of the contingent earnout liability was determined using a Monte Carlo simulation using a distribution of potential outcomes on a monthly basis over the Earnout Period (as defined in Note 10, Equity Instruments) prioritizing the most reliable information available. The assumptions utilized in the calculation are based on the achievement of certain stock price milestones, including the current Company Common Stock price, expected volatility, risk free rate, expected term and dividend rate. The contingent earnout liability is categorized as a Level 3 fair value measurement (see “Fair Value Measurements” as described above) because the Company estimates projections during the Earnout Period utilizing unobservable inputs. Contingent earnout liabilities involve certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts.

Stock-based Compensation

Stock-based Compensation

Stock-based compensation cost for awards is measured as of the grant date based on its fair value, and the amount is expensed ratably over the service period which is typically the vesting period. We have elected to account for forfeitures when they occur, and any compensation expense previously recognized on unvested shares will be reversed.

We estimate the fair value of stock option awards subject to only a service condition on the date of grant using the Black-Scholes valuation model. The Black-Scholes model requires the use of highly subjective and complex assumptions, including the option’s expected term, price volatility of the underlying stock, risk-free interest rate, and the expected dividend yield of the underlying common stock, as well as an estimate of the fair value of the common stock underlying the award.

We estimate the fair value of restricted share unit awards using the value of Common Stock on the date of grant.

We estimate the fair value of Earnout Shares awards underlying stock options to employees, which is considered a compensatory award and accounted for under ASC 718, Stock-Based Compensation, using the Monte-Carlo simulation model. The Monte-Carlo simulation model was selected as the valuation methodology for the Earnout Shares due to the path-dependent nature of triggering events. Under ASC 718, the award is measured at fair value at the grant date and expense is recognized over the time-based vesting period (the triggering event is a market condition and does not impact expense recognition). The Monte-Carlo model requires the use of highly subjective and complex assumptions, including the current stock price, volatility of the underlying stock, expected term, and the risk-free interest rate.

Application of these approaches involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding our risk-free interest rates, the selection of comparable companies, and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact our valuations as of each valuation date and may have a material impact on the valuation of Common Stock. An increase of 100-basis points in interest rates would not have a material impact on the Company's stock-based compensation.

Operating Expenses

Operating Expenses

Research and development expenses consist primarily of development materials and supplies, software licenses, depreciation, and salary and related expenses, including stock- based compensation, for personnel related to the development of improvements and expanded features for the Company’s products and services, as well as quality assurance, testing, product management, and allocated overhead. Research and development costs are expensed as incurred.

Selling and marketing expenses consist primarily of travel and entertainment expenses, and salary and related expenses, including stock-based compensation, for personnel related to the sales and marketing efforts to expand the Company’s brand and market share. Also, selling and marketing expenses includes third-party consulting fees, advertising, and allocated overhead. The Company expenses the cost of advertising, including promotional expenses, as incurred. Advertising expenses for the years ended December 31, 2025 and 2024 were less than $0.1 million and $0.1 million, respectively.

General and administrative expenses consist primarily of salaries, occupancy costs including rent and utilities, and depreciation; information technology used in the business; professional services costs including legal, accounting, and consulting, and other.

Income Taxes

Income Taxes

The Company uses the asset and liability method in accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income taxes of a change in tax rates is recognized in the period that includes the enactment date. Deferred tax expense or

benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary, to reduce deferred tax assets where it is more-likely-than-not that the deferred tax assets will not be realized. In evaluating the Company’s ability to recover deferred tax assets, the Company considers all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of historical losses, the Company has established a valuation allowance to reduce its net deferred tax assets to the amount that is more-likely-than-not to be realized. The Company has recorded a full valuation allowance against its net deferred tax assets as of December 31, 2025 and 2024.

A tax benefit from an uncertain tax position may be recognized when it is more-likely-than-not that the position will be sustained upon examination by the taxing authorities, including resolutions of any related appeals or litigation processes, based on the technical merits of the position.

Net Income (Loss) per Share

Net Income (Loss) per Share

Basic and diluted net income (loss) per share is presented in conformity with the two-class method required for participating securities.

Under the two-class method, basic net income (loss) per share is computed by dividing the net income or loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share adjusts basic net income (loss) per share for the effect of potentially dilutive securities.

Comprehensive Income (Loss)

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) plus all changes in stockholders’ equity except those resulting from distributions to stockholders. The Company’s unrealized gains and losses on short-term available-for-sale investment securities represent the components of other comprehensive income (loss) that are excluded from the reported net income (loss) and are presented in the consolidated statements of operations and comprehensive income (loss).

Reclassifications and Revision of Previously Issued Financial Statements

Reclassifications of Previously Issued Financial Statements

Certain prior-period amounts in the accompanying consolidated financial statements have been reclassified to conform to the current-period presentation. These reclassifications had no impact on previously reported total net income (loss), total cash flows, or total stockholders’ equity.

Revision of Previously Filed Financial Statements

During the fourth quarter of 2025, the Company identified an error in its calculation of stock-based compensation expense related to certain earnout awards for the year ended December 31, 2024, and the nine months ended September 30, 2025. Although the grant-date fair value was determined correctly, the Company failed to properly account for forfeitures resulting from the 2023 and 2024 reductions in force ("RIFs"). Specifically, the Company continued to recognize expense for terminated employees throughout the derived service period. In accordance with ASC 718, Stock-based Compensation, while the derived service period for a market-condition award is not updated for changes in market assumptions, expense recognition should cease upon an employee's termination. The correction of this error resulted in a cumulative overstatement of stock-based compensation expense of $5.3 million. Of this total, $3.5 million relates to the year ended December 31, 2024, and $1.8 million relates to the first nine months of 2025. The adjustments to stock-based compensation expense were allocated to Research and development, Sales and marketing and General and administrative expenses with a corresponding impact to Additional paid in capital and Accumulated deficit, accordingly. This correction also necessitated an adjustment to the year ended December 31, 2024 Income Tax Provision and the associated Deferred Tax Assets. Specifically, the Company recorded a cumulative adjustment to reflect the tax effect of the revised stock-based compensation expense. The Company has determined these amounts are immaterial to the prior periods. However, to improve the consistency and comparability of the

consolidated financial statements, all amounts impacted during the interim and annual periods during 2025 and 2024 are presented as revised within this Form 10-K.

During the fourth quarter of 2025, the Company identified an error in the depreciation expense recorded for equipment subject to operating leases for the nine months ended September 30, 2025. The error resulted from the cessation of depreciation upon the expiration of certain lease contracts without an appropriate evaluation of the continued depreciation requirements for the underlying assets. As a result of this correction, the Company recorded an additional $0.08 million in depreciation expense within General and administrative expenses for each of the first three quarters of 2025. The cumulative impact of these revisions reduced Equipment subject to operating lease, net by $0.08 million, $0.16 million and $0.24 million as of March 31, June 30, and September 30, 2025, respectively.

During the fourth quarter of 2025, the Company identified certain prior-period amounts in the December 31, 2024 Consolidated Statements of Cash Flows that required reclassification to conform with the current-period presentation and presentation requirement in accordance with FASB ASC 230, Statement of Cash Flows. These reclassifications had no impact on the year ended December 31, 2024 cash flows from operating, investing or financing activities previously reported.

These reclassifications consisted of disaggregating certain line items to provide additional detail and had no effect on previously reported net income, total shareholders’ equity, or the net cash generated from or used by operating, investing, or financing activities for any of the impacted periods. Additionally, the Company corrected the supplemental disclosure of non-cash investing and financing activities for the year ended December 31, 2024, to include $3.1 million related to the transfer of Property and equipment, net to Inventories, net. Management has determined that these reclassifications and the supplemental disclosure omission were immaterial to the previously issued financial statements. However, to improve the consistency and comparability of the financial information, these revisions are reflected in the tables below.

All changes were included in the consolidated financial statements as of and for the years ended December 31, 2025 and 2024 as shown below:

The following table reflects the revisions to the previously issued Condensed Consolidated Balance Sheets as of as of March 31, 2025 and 2024, June 30, 2025 and 2024, and September 30, 2025 and 2024, and the Consolidated Balance Sheet as of December 31, 2024 :

 

 

March 31, 2025

 

 

June 30, 2025

 

 

September 30, 2025

 

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

 

(In thousands)

 

 

(In thousands)

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equipment subject to operating lease, net

 

$

3,673

 

 

$

(81

)

 

$

3,592

 

 

$

3,020

 

 

$

(162

)

 

$

2,858

 

 

$

3,020

 

 

$

(243

)

 

$

2,777

 

Total assets

 

$

91,399

 

 

$

(81

)

 

$

91,318

 

 

$

78,558

 

 

$

(162

)

 

$

78,396

 

 

$

93,899

 

 

$

(243

)

 

$

93,656

 

Additional paid-in capital

 

$

488,623

 

 

$

(4,032

)

 

$

484,591

 

 

$

491,032

 

 

$

(4,606

)

 

$

486,426

 

 

$

511,477

 

 

$

(5,324

)

 

$

506,153

 

Accumulated deficit

 

$

(455,746

)

 

$

3,951

 

 

$

(451,795

)

 

$

(469,501

)

 

$

4,444

 

 

$

(465,057

)

 

$

(481,326

)

 

$

5,081

 

 

$

(476,245

)

Total stockholders' equity

 

$

32,882

 

 

$

(81

)

 

$

32,801

 

 

$

21,535

 

 

$

(162

)

 

$

21,373

 

 

$

30,156

 

 

$

(243

)

 

$

29,913

 

Total liabilities and stockholders' equity

 

$

91,399

 

 

$

(81

)

 

$

91,318

 

 

$

78,558

 

 

$

(162

)

 

$

78,396

 

 

$

93,899

 

 

$

(243

)

 

$

93,656

 

 

 

 

March 31, 2024

 

 

June 30, 2024

 

 

September 30, 2024

 

 

December 31, 2024

 

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

 

(In thousands)

 

 

(In thousands)

 

 

(In thousands)

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

$

430,843

 

 

$

(791

)

 

$

430,052

 

 

$

437,642

 

 

$

(1,898

)

 

$

435,744

 

 

$

443,066

 

 

$

(3,143

)

 

$

439,923

 

 

$

469,994

 

 

$

(3,553

)

 

$

466,441

 

Accumulated deficit

 

$

(385,351

)

 

$

791

 

 

$

(384,560

)

 

$

(385,523

)

 

$

1,898

 

 

$

(383,625

)

 

$

(408,648

)

 

$

3,143

 

 

$

(405,505

)

 

$

(430,334

)

 

$

3,553

 

 

$

(426,781

)

The following table reflects the revisions to the previously issued Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024, three and six months ended June 30, 2025 and 2024, three and nine months ended September 30, 2025 and 2024 and Consolidated Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2024:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended March 31, 2025

 

 

For the three months ended March 31, 2024

 

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

 

(In thousands)

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

2,275

 

 

$

(216

)

 

$

2,059

 

 

$

5,043

 

 

$

(371

)

 

$

4,672

 

Selling and marketing

 

$

1,212

 

 

$

(126

)

 

$

1,086

 

 

$

4,809

 

 

$

(207

)

 

$

4,602

 

General and administrative

 

$

9,131

 

 

$

(55

)

 

$

9,076

 

 

$

8,783

 

 

$

(213

)

 

$

8,570

 

Total operating expenses

 

$

12,618

 

 

$

(397

)

 

$

12,221

 

 

$

18,635

 

 

$

(791

)

 

$

17,844

 

Loss from operations

 

$

(11,921

)

 

$

397

 

 

$

(11,524

)

 

$

(21,450

)

 

$

791

 

 

$

(20,659

)

Loss before provision for income taxes

 

$

(25,403

)

 

$

397

 

 

$

(25,006

)

 

$

(28,310

)

 

$

791

 

 

$

(27,519

)

Net loss

 

$

(25,411

)

 

$

397

 

 

$

(25,014

)

 

$

(28,314

)

 

$

791

 

 

$

(27,523

)

Net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Basic

 

$

(1.90

)

 

$

0.03

 

 

$

(1.87

)

 

$

(57.11

)

 

$

1.60

 

 

$

(55.51

)

   Diluted

 

$

(1.90

)

 

$

0.03

 

 

$

(1.87

)

 

$

(57.11

)

 

$

1.60

 

 

$

(55.51

)

Net loss

 

$

(25,411

)

 

$

397

 

 

$

(25,014

)

 

$

(28,314

)

 

$

791

 

 

$

(27,523

)

Total comprehensive loss

 

$

(25,411

)

 

$

397

 

 

$

(25,014

)

 

$

(28,262

)

 

$

791

 

 

$

(27,471

)

 

 

 

For the three months ended June 30, 2025

 

 

For the six months ended June 30, 2025

 

 

For the three months ended June 30, 2024

 

 

For the six months ended June 30, 2024

 

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

 

(In thousands)

 

 

(In thousands)

 

 

(In thousands)

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

2,845

 

 

$

(257

)

 

$

2,588

 

 

$

5,120

 

 

$

(473

)

 

$

4,647

 

 

$

4,545

 

 

$

(506

)

 

$

4,039

 

 

$

9,588

 

 

$

(877

)

 

$

8,711

 

Selling and marketing

 

$

1,619

 

 

$

(151

)

 

$

1,468

 

 

$

2,831

 

 

$

(277

)

 

$

2,554

 

 

$

4,273

 

 

$

(297

)

 

$

3,976

 

 

$

9,082

 

 

$

(504

)

 

$

8,578

 

General and administrative

 

$

6,037

 

 

$

(85

)

 

$

5,952

 

 

$

15,168

 

 

$

(140

)

 

$

15,028

 

 

$

8,805

 

 

$

(304

)

 

$

8,501

 

 

$

17,588

 

 

$

(517

)

 

$

17,071

 

Total operating expenses

 

$

10,501

 

 

$

(493

)

 

$

10,008

 

 

$

23,119

 

 

$

(890

)

 

$

22,229

 

 

$

17,623

 

 

$

(1,107

)

 

$

16,516

 

 

$

36,258

 

 

$

(1,898

)

 

$

34,360

 

Loss from operations

 

$

(12,089

)

 

$

493

 

 

$

(11,596

)

 

$

(24,010

)

 

$

890

 

 

$

(23,120

)

 

$

(20,520

)

 

$

1,107

 

 

$

(19,413

)

 

$

(41,970

)

 

$

1,898

 

 

$

(40,072

)

Income (loss) before provision for income taxes

 

$

(13,667

)

 

$

493

 

 

$

(13,174

)

 

$

(39,070

)

 

$

890

 

 

$

(38,180

)

 

$

(176

)

 

$

1,107

 

 

$

931

 

 

$

(28,486

)

 

$

1,898

 

 

$

(26,588

)

Net income (loss)

 

$

(13,756

)

 

$

493

 

 

$

(13,263

)

 

$

(39,167

)

 

$

890

 

 

$

(38,277

)

 

$

(172

)

 

$

1,107

 

 

$

935

 

 

$

(28,486

)

 

$

1,898

 

 

$

(26,588

)

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Basic

 

$

(0.98

)

 

$

0.04

 

 

$

(0.94

)

 

$

(2.85

)

 

$

0.06

 

 

$

(2.79

)

 

$

(0.30

)

 

$

1.96

 

 

$

1.65

 

 

$

(53.31

)

 

$

3.55

 

 

$

(49.75

)

   Diluted

 

$

(0.98

)

 

$

0.04

 

 

$

(0.94

)

 

$

(2.85

)

 

$

0.06

 

 

$

(2.79

)

 

$

(0.30

)

 

$

1.96

 

 

$

1.65

 

 

$

(53.31

)

 

$

3.55

 

 

$

(49.75

)

Net income (loss)

 

$

(13,756

)

 

$

493

 

 

$

(13,263

)

 

$

(39,167

)

 

$

890

 

 

$

(38,277

)

 

$

(172

)

 

$

1,107

 

 

$

935

 

 

$

(28,486

)

 

$

1,898

 

 

$

(26,588

)

Total comprehensive income (loss)

 

$

(13,756

)

 

$

493

 

 

$

(13,263

)

 

$

(39,167

)

 

$

890

 

 

$

(38,277

)

 

$

(130

)

 

$

1,107

 

 

$

977

 

 

$

(28,392

)

 

$

1,898

 

 

$

(26,494

)

 

 

 

For the three months ended September 30, 2025

 

 

For the nine months ended September 30, 2025

 

 

For the three months ended September 30, 2024

 

 

For the nine months ended September 30, 2024

 

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

 

(In thousands)

 

 

(In thousands)

 

 

(In thousands)

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

3,042

 

 

$

(320

)

 

$

2,722

 

 

$

8,162

 

 

$

(793

)

 

$

7,369

 

 

$

4,438

 

 

$

(562

)

 

$

3,876

 

 

$

14,026

 

 

$

(1,439

)

 

$

12,587

 

Selling and marketing

 

$

1,984

 

 

$

(187

)

 

$

1,797

 

 

$

4,815

 

 

$

(464

)

 

$

4,351

 

 

$

3,099

 

 

$

(337

)

 

$

2,762

 

 

$

12,181

 

 

$

(841

)

 

$

11,340

 

General and administrative

 

$

6,037

 

 

$

(130

)

 

$

5,907

 

 

$

21,205

 

 

$

(271

)

 

$

20,934

 

 

$

15,410

 

 

$

(346

)

 

$

15,064

 

 

$

32,998

 

 

$

(863

)

 

$

32,135

 

Total operating expenses

 

$

11,063

 

 

$

(637

)

 

$

10,426

 

 

$

34,182

 

 

$

(1,528

)

 

$

32,654

 

 

$

22,947

 

 

$

(1,245

)

 

$

21,702

 

 

$

59,205

 

 

$

(3,143

)

 

$

56,062

 

Loss from operations

 

$

(10,630

)

 

$

637

 

 

$

(9,993

)

 

$

(34,641

)

 

$

1,528

 

 

$

(33,113

)

 

$

(18,876

)

 

$

1,245

 

 

$

(17,631

)

 

$

(60,846

)

 

$

3,143

 

 

$

(57,703

)

Loss before provision for income taxes

 

$

(11,839

)

 

$

637

 

 

$

(11,202

)

 

$

(50,910

)

 

$

1,528

 

 

$

(49,382

)

 

$

(23,125

)

 

$

1,245

 

 

$

(21,880

)

 

$

(51,611

)

 

$

3,143

 

 

$

(48,468

)

Net loss

 

$

(11,825

)

 

$

637

 

 

$

(11,188

)

 

$

(50,993

)

 

$

1,528

 

 

$

(49,465

)

 

$

(23,125

)

 

$

1,245

 

 

$

(21,880

)

 

$

(51,611

)

 

$

3,143

 

 

$

(48,468

)

Net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Basic

 

$

(0.69

)

 

$

0.04

 

 

$

(0.65

)

 

$

(3.43

)

 

$

0.10

 

 

$

(3.33

)

 

$

(37.54

)

 

$

2.02

 

 

$

(35.52

)

 

$

(91.82

)

 

$

5.59

 

 

$

(86.23

)

   Diluted

 

$

(0.69

)

 

$

0.04

 

 

$

(0.65

)

 

$

(3.43

)

 

$

0.10

 

 

$

(3.33

)

 

$

(37.54

)

 

$

2.02

 

 

$

(35.52

)

 

$

(91.82

)

 

$

5.59

 

 

$

(86.23

)

Net loss

 

$

(11,825

)

 

$

637

 

 

$

(11,188

)

 

$

(50,993

)

 

$

1,528

 

 

$

(49,465

)

 

$

(23,125

)

 

$

1,245

 

 

$

(21,880

)

 

$

(51,611

)

 

$

3,143

 

 

$

(48,468

)

Total comprehensive loss

 

$

(11,825

)

 

$

637

 

 

$

(11,188

)

 

$

(50,993

)

 

$

1,528

 

 

$

(49,465

)

 

$

(23,123

)

 

$

1,245

 

 

$

(21,878

)

 

$

(51,515

)

 

$

3,143

 

 

$

(48,372

)

 

 

 

For the twelve months ended December 31, 2024

 

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

17,108

 

 

$

(1,626

)

 

$

15,482

 

Selling and marketing

 

$

13,808

 

 

$

(950

)

 

$

12,858

 

General and administrative

 

$

49,346

 

 

$

(977

)

 

$

48,369

 

Total operating expenses

 

$

80,262

 

 

$

(3,553

)

 

$

76,709

 

Loss from operations

 

$

(82,347

)

 

$

3,553

 

 

$

(78,794

)

Loss before provision for income taxes

 

$

(73,317

)

 

$

3,553

 

 

$

(69,764

)

Net loss

 

$

(73,297

)

 

$

3,553

 

 

$

(69,744

)

Net loss per share:

 

 

 

 

 

 

 

 

 

   Basic

 

$

(86.51

)

 

$

4.19

 

 

$

(82.32

)

   Diluted

 

$

(86.51

)

 

$

4.19

 

 

$

(82.32

)

Net loss

 

$

(73,297

)

 

$

3,553

 

 

$

(69,744

)

Total comprehensive loss

 

$

(73,201

)

 

$

3,553

 

 

$

(69,648

)

The following table reflects the revisions to the previously issued Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024, six months ended June 30, 2025 and 2024, nine months ended September 30, 2025 and 2024 and Consolidated Statement of Cash Flows for the year ended December 31, 2024:

 

 

For the three months ended March 31, 2025

 

 

For the six months ended June 30, 2025

 

 

For the nine months ended September 30, 2025

 

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

 

(In thousands)

 

 

(In thousands)

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(25,411

)

 

$

397

 

 

$

(25,014

)

 

$

(39,167

)

 

$

890

 

 

$

(38,277

)

 

$

(50,993

)

 

$

1,528

 

 

$

(49,465

)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

$

942

 

 

$

81

 

 

$

1,023

 

 

$

1,725

 

 

$

162

 

 

$

1,887

 

 

$

2,492

 

 

$

243

 

 

$

2,735

 

Stock-based compensation

 

$

4,074

 

 

$

(478

)

 

$

3,596

 

 

$

6,483

 

 

$

(1,052

)

 

$

5,431

 

 

$

9,106

 

 

$

(1,771

)

 

$

7,335

 

 

 

 

For the three months ended March 31, 2024

 

 

For the six months ended June 30, 2024

 

 

For the nine months ended September 30, 2024

 

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

 

(In thousands)

 

 

(In thousands)

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(28,314

)

 

$

791

 

 

$

(27,523

)

 

$

(28,486

)

 

$

1,898

 

 

$

(26,588

)

 

$

(51,611

)

 

$

3,143

 

 

$

(48,468

)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

$

5,087

 

 

$

(791

)

 

$

4,296

 

 

$

9,334

 

 

$

(1,898

)

 

$

7,436

 

 

$

13,041

 

 

$

(3,143

)

 

$

9,898

 

 

 

 

For the twelve months ended December 31, 2024

 

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(73,297

)

 

$

3,553

 

 

$

(69,744

)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

$

4,912

 

 

$

(134

)

 

$

4,778

 

Stock-based compensation

 

$

15,363

 

 

$

(3,553

)

 

$

11,810

 

Reserve for excess and obsolete inventory

 

$

-

 

 

$

7,179

 

 

$

7,179

 

Provision for credit loss related to trade accounts receivable

 

$

-

 

 

$

2,786

 

 

$

2,786

 

Non-cash lease expense

 

$

-

 

 

$

134

 

 

$

134

 

Changes in assets and liabilities

 

 

 

 

 

 

 

 

 

Accounts receivable

 

$

5,860

 

 

$

(2,786

)

 

$

3,074

 

Inventories

 

$

13,300

 

 

$

(7,179

)

 

$

6,121

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

Gross proceeds from BEPO Offering

 

$

10,700

 

 

$

1,300

 

 

$

12,000

 

Payments for issuance costs related to the BEPO offering

 

$

-

 

 

$

(1,300

)

 

$

(1,300

)

The following table sets forth the components of the Company’s year ended December 31, 2024 Income Tax Provision as restated from the previously issued Note 12. Income Taxes, in the 2024 Form 10-K to reflect the cumulative impact of the stock-based compensation misstatement as described above:

 

 

December 31, 2024

 

 

December 31, 2024

 

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

 

(In thousands, except percentages)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax at federal statutory rate

 

$

(15,432

)

 

$

746

 

 

$

(14,686

)

 

 

(21.0

)%

 

 

(0.1

)%

 

 

(21.1

)%

State, net of federal benefit

 

$

12,779

 

 

$

168

 

 

$

12,947

 

 

 

17.4

%

 

 

1.2

%

 

 

18.6

%

Change in valuation allowance

 

$

(6,939

)

 

$

(914

)

 

$

(7,853

)

 

 

(9.4

)%

 

 

(1.3

)%

 

 

(11.2

)%

The following table sets forth the components of the Company’s year ended December 31, 2024 Deferred Tax Assets as restated to from the previously issued Note 12. Income Taxes, 2024 Form 10-K reflect the cumulative impact of the stock-based compensation misstatement as described above:

 

 

December 31, 2024

 

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

$

5,866

 

 

$

(914

)

 

$

4,952

 

   Total deferred tax assets

 

$

121,835

 

 

$

(914

)

 

$

120,921

 

Valuation allowance

 

$

(118,783

)

 

$

914

 

 

$

(117,869

)

 

The gross impact to the deferred tax asset of $0.9 million, is fully offset by a corresponding decrease in the valuation allowance. Accordingly, there was no impact to income tax expense.

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (ASC Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. Two primary enhancements related to this ASU include disaggregating existing income tax disclosures relating to the effective tax rate reconciliation and income taxes paid. The Company adopted ASU 2023-09 during the year ended December 31, 2025. The Company applied ASU 2023-09 prospectively to the consolidated financial statements.

Recently Issued Accounting Pronouncements

In September 2025, the FASB issued ASU No. 2025-07, which (1) refines the scope of the guidance on derivatives in ASC Topic 815 and (2) clarifies the guidance on share-based payments from a customer in ASC Topic 606. The ASU is intended to address concerns about the application of derivative accounting to contracts that have features based on the operations or activities of one of the parties to the contract and to reduce diversity in the accounting for share-based payments in revenue contracts. ASU Topic 2025-07 is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods. Early adoption of the standard is permitted in an interim or annual reporting period for which financial statements have not been issued or made available for issuance. If an entity elects to early adopt the standard in an interim period, the entity must apply the standard as of the beginning of the fiscal year that includes the interim period. The Company is currently evaluating the impact of this accounting standard update on the Company's consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Accounting for and Disclosure of Software Costs. The new standard modernizes the guidance to reflect the software development approaches currently being used by removing all references to "development stages" from ASC Topic 350-40 Intangibles—Goodwill and Other - Internal-Use Software. Under ASU 2025-06, only the following criteria in ASC Topic 350-40-25-12(b) and (c) must be met for entities to begin capitalizing software costs: (i) management, with the relevant authority, implicitly or explicitly authorizes and commits to funding a computer software project and (ii) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the "probable-to-complete recognition threshold"). This standard is effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. Entities may apply the guidance prospectively, retrospectively, or via a modified prospective transition method. The Company is currently evaluating the impact of this accounting standard update on the Company's consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). This update contains amendments that require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this update are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The expected impact would only be to the consolidated financial statement disclosures. The Company is currently evaluating the impact of this accounting standard update on the Company's consolidated financial statements and related disclosures.

Product Warranties

Product Warranties

Our 3D printers are sold with a warranty period of typically one year from installation. After the warranty period, we generally offer service contracts that enable our customers to continue service and maintenance coverage. These service contracts are offered with various levels of support and options, and are priced accordingly. One entitlement of our service contracts is our service engineers provide periodic preventive maintenance visits to customer sites. Additionally, we provide training to our partners to enable them to also perform these services. Another contract entitlement on certain printer models is proactive remote troubleshooting capability through the Company’s integrated platform. From time to time, we also offer upgrade kits for certain of our printers that enable our

existing customers to take advantage of new or enhanced printer capabilities. In some cases, we have discontinued upgrade support and maintenance agreements for certain of our older legacy printers.

Printers and certain other products include a warranty that covers workmanship, software, and hardware components under which we provide maintenance for periods up to one year. For these initial product warranties, estimated costs are accrued at the time of the sale of the product. These cost estimates are established using historical information regarding the nature, frequency and average cost of claims for each type of printer or other product, as well as assumptions about future activity and events. Revisions to expense accruals are made as necessary based on changes in these historical and future factors.