Quarterly report [Sections 13 or 15(d)]

Summary of Significant Accounting Policies (Policies)

v3.26.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2026
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

The unaudited condensed consolidated interim 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”) for interim financial reporting. Intercompany balances and transactions have been eliminated in consolidation. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. Accordingly, these unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) and the related notes, which provide a more complete discussion of the Company’s accounting policies and certain other information. The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements of the Company. These unaudited condensed consolidated interim financial statements have been prepared on the same basis as the Company’s annual consolidated financial statements and, 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. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026, or for any other interim period or for any other future year.

Reverse Stock Split

Reverse Stock Split

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. 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 The Nasdaq Stock Market LLC ("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 Nasdaq under the ticker symbol "VELO".

Financial Condition, Liquidity and Capital Resources

Financial Condition, Liquidity and Capital Resources

In prior periods, including in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, the Company disclosed that conditions and events raised substantial doubt about its ability to continue as a going concern, primarily as a result of historical operating losses, cash usage and the Company's anticipated funding requirements.

The Company has incurred recurring operating losses and negative cash flows from operations since inception and expects to continue to incur operating losses in the near term. As of September 30, 2026, the Company had an accumulated deficit of $531.8 million and cash and cash equivalents on hand of approximately $75.7 million.

Management evaluated whether conditions and events, considered in the aggregate, raise substantial doubt about the Company's ability to continue as a going concern for the twelve-month period following the issuance of these unaudited condensed consolidated interim financial statements in accordance with ASC 205-40, Presentation of Financial Statements—Going Concern. In performing this assessment, management considered the Company's current liquidity position, historical and forecasted operating cash flows, expected operating cash requirements, recurring working capital needs, non-cancellable purchase commitments, scheduled debt obligations and other contractual obligations and expected cash requirements during the assessment period.

During the nine months ended September 30, 2026, the Company completed financing activities that increased its available liquidity. The Company completed a firm commitment underwritten registered direct offering that generated gross proceeds of approximately $50.0 million, entered into an At-the-Market equity program with an aggregate offering capacity of $100.0 million, issued shares of common stock upon conversion of secured convertible notes into equity by the holders thereof, and repaid certain debt obligations. Specific to the At-the-Market equity program, the Company entered into a sales agreement (the "Sales Agreement") with Needham & Company, LLC ("Needham"), Cantor Fitzgerald & Co. ("Cantor") and Craig-Hallum Capital Group, LLC ("Craig-Hallum") as agents, pursuant to which the Company may offer and sell, from time to time through the agents, shares of its common stock pursuant to the Company's effective shelf registration statement on Form S-3 (the “Shelf Registration Statement”), which was filed with the SEC on April 3, 2026 and declared effective on April 8, 2026, including the base prospectus contained in the Shelf Registration Statement, as supplemented by a prospectus supplement filed with the SEC on May 15, 2026 pursuant to Rule 424(b) under the Securities Act. As of September 30, 2026, the Company had sold 2.2 million shares pursuant to the Sales Agreement for gross proceeds of $59.4 million. After deducting issuance costs of $2.0 million, the Company received net proceeds of $57.4 million. Additional information regarding these transactions is included in Note 9, Debt, Note 10, Equity Instruments and Note 16, At-the-Market Offering to the unaudited condensed consolidated interim financial statements. The resolution of the conditions and events that previously raised substantial doubt reflects the financing activities completed during 2026 and the reduction in the Company's outstanding debt described above, together with the following changes since June 30, 2026: a reduction in cash used in operating activities during the third quarter of 2026 compared with the first half of 2026, and management's updated forecast for the assessment period, which excludes uncommitted expansion capital expenditures, including those for Phase 1 of the Livermore production facility, that the Company has the present ability not to incur and expects to undertake as financing becomes available, together with the operating cash flows associated with that expansion. The forecast retains the Company's contractual obligations, including its lease commitments and scheduled debt payments. Based on this assessment, management concluded that the Company's existing liquidity and expected cash flows are sufficient to meet its obligations as they become due for twelve months following the issuance of these unaudited condensed consolidated interim financial statements.

 

The Company may continue to evaluate opportunities to raise additional capital through equity or debt financings, strategic transactions or other financing alternatives to support its strategic initiatives and longer-term growth plans. The Company's assessment does not assume that additional financing is required to fund operations or satisfy obligations during the assessment period. There can be no assurance that the Company's plans will be successful, that actual cash requirements will not exceed current expectations, or that

additional financing will be available on acceptable terms, or at all, if needed.

Ship-in-place arrangements

Ship-in-place arrangements

For certain system sales, at the customer's request, the Company may recognize revenue prior to physical shipment when control of the system has transferred to the customer and the criteria for bill-and-hold revenue recognition are satisfied. Such criteria include, among other things, that the arrangement has a substantive business purpose, the system is separately identified as belonging to the customer, the system is complete and ready for physical transfer, and the Company does not have the ability to use the system or direct it to another customer. Physical delivery and installation may occur in a subsequent period. In certain arrangements, following the transfer of control, the Company may separately contract with the customer for rights to use customer-owned equipment. Any such rights are governed by a separate contractual arrangement and are evaluated separately under applicable accounting guidance.

Product Warranties

Product Warranties

Our 3D printers are generally sold with a one-year warranty. The warranty period generally commences upon installation at the customer’s designated operating facility. For systems sold under ship-in-place arrangements, the warranty period may commence prior to physical delivery or installation based on the terms of the applicable customer agreement. 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.

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 (loss) 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 the condensed consolidated net income are interest income, other income (expense), net and the provision for (benefit from) income taxes, which are reflected in the unaudited condensed consolidated statements of operations.

Equipment Subject to Operating Lease

Equipment Subject to Operating Lease

 

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 printer does not meet the above criteria, the equipment is classified under property and equipment, net.

 

For more information, see Note 7, Equipment Subject to Operating Lease, Net.

Restricted Cash

Restricted Cash

The Company maintains restricted cash within other assets to secure letters of credit issued for its leased manufacturing facilities. In June 2021, the Company secured an 80,000+ square foot facility with an annually renewing letter of credit originally set at $0.8 million, which was reduced to $0.6 million in October 2024 and permits further reductions tied to revenue performance. Additionally, in May 2026, the Company entered into a lease for an approximately 289,000-square-foot facility and provided a $3.3 million letter of credit that renews annually and is eligible for reductions upon satisfying specified lease terms.

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The standard provides a practical expedient allowing entities to assume that current economic conditions at the measurement date remain unchanged over the remaining life of the receivable. The Company adopted this standard on January 1, 2026, on a prospective basis. The adoption of this standard did not have a material impact on the Company’s unaudited condensed consolidated interim 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 this standard will have on its condensed consolidated interim 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 amendments are expected to impact only the Company's financial statement disclosures and are not expected to affect the recognition or measurement of amounts reported in the consolidated financial statements. The Company will continue to evaluate the impact of adopting this standard on its financial statement disclosures.

Reclassifications and Revision of Previously Issued Financial Statements

Reclassifications of Previously Issued Financial Statements

Certain prior-period amounts in the unaudited condensed consolidated interim 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

The unaudited condensed consolidated interim financial statements as of and for the three and nine months ended September 30, 2025, have been revised to reflect corrections to previously issued financial statements as presented in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2025. These revisions were originally disclosed in Note 2, Summary of Significant Accounting Policies—Revision of Previously Filed Financial Statements, in the Company's Form 10-K for the year ended December 31, 2025.

Revision of Previously Issued Interim Financial Statements

During the third quarter of 2026, the Company identified errors in its previously issued unaudited condensed consolidated financial statements for the three months ended March 31, 2026 and the three and six months ended June 30, 2026 related to the accounting for excess and obsolete inventory reserve. Specifically, certain previously fully reserved inventory was expensed upon subsequent consumption in production or sale without consideration of the reserve previously recognized for those items. The Company also identified certain inventory acquired for research and development activities that should have been charged to research and development costs in the periods in which such inventory was acquired.

The Company evaluated the errors, both individually and in the aggregate, in accordance with ASC Topic 250, Accounting Changes and Error Corrections, and the guidance in SEC Staff Accounting Bulletin No. 99, Materiality, and concluded that the errors were not material to the previously issued unaudited condensed consolidated financial statements for the three months ended March 31, 2026 or the three and six months ended June 30, 2026. However, the Company determined that correcting the cumulative errors entirely within the three months ended September 30, 2026 would be material to the results of that period. Accordingly, the Company has revised the previously issued unaudited condensed consolidated financial statements for the affected periods. The revisions are reflected in the condensed consolidated statements of stockholders' equity presented herein and will be reflected in future filings that include these periods. The revisions had no effect on net cash used in operating activities.

The revisions resulted in a decrease in cost of revenue of $1.0 million and $1.1 million for the three months ended March 31, 2026 and June 30, 2026, respectively, and $2.1 million for the six months ended June 30, 2026. The revisions also resulted in an increase in research and development expense of $0.2 million and $0.3 million for the three months ended March 31, 2026 and June 30, 2026, respectively, and $0.5 million for the six months ended June 30, 2026. The resulting decrease in net loss was $0.7 million and $0.9 million for the three months ended March 31, 2026 and June 30, 2026, respectively, and $1.6 million for the six months ended June 30, 2026.

The following tables reflect the revisions to the previously issued Condensed Consolidated Statements of Operations for the three months ended March 31, 2026:

 

 

 

Three Months Ended March 31, 2026

 

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

 

(In thousands)

 

Cost of revenue

 

 

 

 

 

 

 

 

 

3D Printer and parts

 

$

10,225

 

 

$

(989

)

 

$

9,236

 

Total cost of revenue

 

 

11,435

 

 

 

(989

)

 

 

10,446

 

Gross profit

 

 

2,381

 

 

 

989

 

 

 

3,370

 

Operating expenses

 

 

 

 

 

 

 

 

 

Research and development

 

 

2,695

 

 

 

254

 

 

 

2,949

 

Total operating expenses

 

 

9,328

 

 

 

254

 

 

 

9,582

 

Loss from operations

 

 

(6,947

)

 

 

735

 

 

 

(6,212

)

Loss before income taxes

 

 

(6,972

)

 

 

735

 

 

 

(6,237

)

Net loss

 

$

(6,998

)

 

$

735

 

 

$

(6,263

)

Net loss per share:

 

 

 

 

 

 

 

 

 

    Basic and Diluted

 

$

(0.28

)

 

$

0.03

 

 

$

(0.25

)

 

The following tables reflects the revisions to the previously issued Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2026:

 

 

 

Three Months Ended June 30, 2026

 

 

Six Months Ended June 30, 2026

 

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

 

(In thousands)

 

 

(In thousands)

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3D Printer and parts

 

$

15,755

 

 

$

(1,138

)

 

$

14,617

 

 

$

25,980

 

 

$

(2,127

)

 

$

23,853

 

Total cost of revenue

 

 

16,222

 

 

 

(1,138

)

 

 

15,084

 

 

 

27,657

 

 

$

(2,127

)

 

 

25,530

 

Gross profit

 

 

4,442

 

 

 

1,138

 

 

 

5,580

 

 

 

6,823

 

 

 

2,127

 

 

 

8,950

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

4,329

 

 

 

281

 

 

 

4,610

 

 

 

7,024

 

 

 

535

 

 

 

7,559

 

Total operating expenses

 

 

15,503

 

 

 

281

 

 

 

15,784

 

 

 

24,831

 

 

 

535

 

 

 

25,366

 

Loss from operations

 

 

(11,061

)

 

 

857

 

 

 

(10,204

)

 

 

(18,008

)

 

 

1,592

 

 

 

(16,416

)

Loss before income taxes

 

 

(11,519

)

 

 

857

 

 

 

(10,662

)

 

 

(18,491

)

 

 

1,592

 

 

 

(16,899

)

Net loss

 

$

(11,510

)

 

$

857

 

 

$

(10,653

)

 

$

(18,508

)

 

$

1,592

 

 

$

(16,916

)

Net loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Basic and Diluted

 

$

(0.39

)

 

$

0.03

 

 

$

(0.36

)

 

$

(0.68

)

 

$

0.06

 

 

$

(0.62

)

The following table reflects the revisions to the previously issued Condensed Consolidated Balance Sheets as of March 31, 2026 and June 30, 2026:

 

 

 

As of March 31, 2026

 

 

As of June 30, 2026

 

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

 

(In thousands)

 

 

(In thousands)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventories, net

 

$

28,104

 

 

$

735

 

 

$

28,839

 

 

$

27,578

 

 

$

1,592

 

 

$

29,170

 

Total current assets

 

$

65,170

 

 

$

735

 

 

$

65,905

 

 

$

156,134

 

 

$

1,592

 

 

$

157,726

 

Total assets

 

$

92,404

 

 

$

735

 

 

$

93,139

 

 

$

200,147

 

 

$

1,592

 

 

$

201,739

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated deficit

 

$

(505,141

)

 

$

735

 

 

$

(504,406

)

 

$

(516,651

)

 

$

1,592

 

 

$

(515,059

)

Total stockholders’ equity

 

$

51,540

 

 

$

735

 

 

$

52,275

 

 

$

146,539

 

 

$

1,592

 

 

$

148,131

 

Total liabilities and stockholders’ equity

 

$

92,404

 

 

$

735

 

 

$

93,139

 

 

$

200,147

 

 

$

1,592

 

 

$

201,739

 

 

The following table reflects the revisions to the previously issued Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and the six months ended June 30, 2026:

 

 

 

Three Months Ended March 31, 2026

 

 

Six Months Ended June 30, 2026

 

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

As Previously Reported

 

 

Adjusted

 

 

As Revised

 

 

 

(In thousands)

 

 

(In thousands)

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(6,998

)

 

$

735

 

 

$

(6,263

)

 

$

(18,508

)

 

$

1,592

 

 

$

(16,916

)

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserve for excess and obsolete inventory

 

$

—

 

 

$

390

 

 

$

390

 

 

$

—

 

 

$

857

 

 

$

857

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventories

 

$

672

 

 

$

(1,125

)

 

$

(453

)

 

$

4,441

 

 

$

(2,449

)

 

$

1,992