Velo3D Announces Proposed Public Offering

Velo3D, Inc. (NYSE: VLD) (the “Company”), a leading additive manufacturing technology company for mission-critical metal parts, today announced that it intends to offer and sell shares of its common stock and warrants to purchase shares of its common stock in a “reasonable best efforts” public offering. All of the securities to be sold in the offering are to be offered by Velo3D, Inc. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The Company shall use the net proceeds from the sale of the securities primarily for funding working capital and capital expenditures and other general corporate purposes, including repayment of the Company’s senior secured notes due 2026 and other permitted indebtedness.

A.G.P./Alliance Global Partners is acting as sole placement agent for the offering on a reasonable best-efforts basis.

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-268346) previously filed with the U.S. Securities and Exchange Commission (the “SEC”), which was declared effective by the SEC on November 21, 2022. The offering will be made only by means of a prospectus supplement and accompanying base prospectus. The preliminary prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the preliminary prospectus supplement may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at [phone], or by email at [e-mail]. Before investing in this offering, interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.