Debt |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt |
Note 9. Debt Debt consisted of the following:
As of September 30, 2026, the Company's outstanding debt consisted solely of the 2025 Equipment Loan. For a description of the Company's debt arrangements outstanding as of December 31, 2025, see Note 9, Long-Term Debt in the audited consolidated financial statements included in the Company's 2025 Annual Report on Form 10-K. Convertible Secured Note On March 4, 2026, the Company amended its January 2025 and February 2025 Senior Secured Convertible Promissory Notes to permit the conversion of outstanding principal and accrued and unpaid interest into shares of the Company's common stock, subject to the terms of the respective notes. Arrayed Notes Acquisition Corp. (“Arrayed”) is a Delaware corporation controlled by Arun Jeldi, the Company’s Chief Executive Officer and a director. Immediately prior to the March 4, 2026 amendments, Thieneman Properties, LLC transferred the January Note to Arrayed. Thieneman Construction, Inc. is controlled by Kenneth Thieneman, who was a member of the Company’s Board of Directors at the time of the conversions. On March 4, 2026, the Company issued 394,517 shares of common stock to Arrayed upon conversion of the January Note, including $5.0 million of outstanding principal and accrued and unpaid interest, at a conversion price of $16.38 per share. On the same date, the Company issued 1,145,830 shares of common stock to Thieneman Construction, Inc. upon conversion of the February Note, including $10.0 million of outstanding principal and accrued and unpaid interest, at a conversion price of $10.50 per share. Upon the conversions, all outstanding principal and accrued and unpaid interest under the January Note and February Note were fully converted into shares of the Company's common stock. The Company accounted for the debt conversions pursuant to ASC Topic 470, Debt. The transactions were related-party transactions under ASC Topic 850, Related Party Disclosures, and were approved by the Board of Directors on March 4, 2026. On July 13, 2026, the Company entered into registration rights agreements with Arrayed and Thieneman Construction, Inc. (an entity controlled by a former member of the board). These agreements cover the common stock issued to these related parties during the March 4, 2026 debt conversions (394,517 shares to Arrayed and 1,145,830 shares to Thieneman Construction). The agreements provide up to two demand registrations each, along with piggyback rights, and contain customary expense and indemnity terms, under which the Company bears the registration expenses. No demand registration has been requested under either agreement. For the three and nine months ended September 30, 2026, the Company incurred interest expense of approximately $0.0 million and $0.2 million, respectively, related to the January Note. For the three and nine months ended September 30, 2026, the Company incurred interest expense of approximately $0.0 million and $0.2 million, respectively, related to the February Note. Secured Notes The Secured Notes, which were held by Arrayed, bore interest at 6.0% per annum and were scheduled to mature on August 1, 2026. On March 18, 2026, the Company repaid the Secured Notes in full, consisting of approximately $3.0 million of principal and $0.3 million of accrued interest. Following the repayment, all obligations of the Company under the Secured Notes were fully satisfied. 2025 Equipment Loan 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”). The aggregate purchase price for the Equipment to be received by the Company is $10 million and reported as debt (the "Equipment Loan"). For the three and nine months ended September 30, 2026, the Company incurred and paid $0.2 million and $0.5 million in interest expense, respectively, related to the Equipment Loan. The Company will make 36 monthly payments with the Equipment Loan and the effective interest rate is 8.2%. The future minimum aggregate payments for the above borrowings are equal to the monthly payments made using the repayment price for the Equipment Loan, and are as follows as of September 30, 2026:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||