8-K: Velo3D Appoints New Directors Amid Board Reshuffle

Velo3D announces the appointment of Jason Lloyd and Kenneth Thieneman to its Board of Directors, effective April 24, 2025, following the resignations of Michael Idelchik and Bradley Kreger.

Summary

• Velo3D, Inc. has appointed Jason Lloyd and Kenneth Thieneman to its Board of Directors, filling vacancies created by the resignations of Michael Idelchik and Bradley Kreger.
• The appointments were effective on April 24, 2025.
• Jason Lloyd will serve as a Class I director and will stand for election at the 2025 annual meeting of stockholders.
• Kenneth Thieneman will serve as a Class II director with an initial term expiring at the 2026 Annual Meeting.
• Mr. Lloyd is the Vice President of Maritime Engineering and Design of TotalTek.
• Rear Admiral (ret.) Lloyd previously served as the Chief Engineer at Naval Sea Systems Command from May 2020 to June 2024.
• Mr. Thieneman is the founder and chief executive officer of Thieneman Construction, Inc.
• On January 7, 2025, the Company issued a Senior Secured Convertible Promissory Note in the principal amount of $5,000,000 to Thieneman Properties, LLC, in which Mr. Thieneman holds 30% interest.
• As of April 25, 2025, the amount outstanding under the January Note was $5,000,000.
• The Company paid an interest payment of $750,000 on April 7, 2025, covering the first three months of interest on the January Note.
• On February 10, 2025, the Company issued a Senior Secured Convertible Promissory Note in the principal amount of $10,000,000 to be funded in two tranches of $5,000,000 to Thieneman Construction, Inc, in which Mr. Thieneman holds 87.4% interest.
• As of April 25, 2025, the amount outstanding under the February Note is $10,000,000 and the amount of interest payable is approximately $3,000,000 annually.
• The Company has not made an interest payment as of April 25, 2025.
• Michael Idelchik and Bradley Kreger resigned as directors of the Company and as members of the Board committees effective April 22, 2025.

Sentiment

Score: 5

Explanation: The announcement is neutral. It details board changes and related financial transactions. The new board members bring relevant experience, but the company's debt load is a concern.

Positives

• The appointment of Jason Lloyd brings experience in maritime engineering and design, potentially benefiting Velo3D's defense industry efforts.
• Kenneth Thieneman's operational and financial skills as CEO of Thieneman Construction could aid Velo3D's growth strategy.

Negatives

• The resignations of Michael Idelchik and Bradley Kreger create vacancies on the Board and its committees.
• The company has significant debt outstanding, including a $5,000,000 note to Thieneman Properties, LLC and a $10,000,000 note to Thieneman Construction, Inc.
• The company has not made an interest payment on the $10,000,000 note as of April 25, 2025.

Risks

• The company's reliance on debt financing could pose a risk if it is unable to meet its interest payment obligations.
• Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from expectations.

Future Outlook

The company's goals for 2025 and other expectations, hopes, beliefs, intentions, or strategies for the future are considered forward-looking statements and involve significant risks and uncertainties.

Management Comments

• Arun Jeldi, CEO of Velo3D, stated that Jason Lloyd's experience in maritime engineering and design and leadership in the United States Navy will be invaluable as the company expands its defense industry efforts.
• Arun Jeldi, CEO of Velo3D, stated that Kenneth Thieneman's operational and financial skill set as CEO of Thieneman Construction will be critical as the company continues to execute on its new go-to-market growth strategy.
• Arun Jeldi, CEO of Velo3D, thanked Brad Kreger and Michael Idelchik for their dedication and service to Velo3D over the last year.

Industry Context

Velo3D operates in the metal additive manufacturing industry, serving sectors like space exploration, aviation, power generation, energy, and semiconductor. The company aims to overcome limitations of legacy metal AM technologies.

Comparison to Industry Standards

• Velo3D competes with companies like 3D Systems, Stratasys, and GE Additive in the additive manufacturing space.
• Velo3D's focus on high-value metal parts and its integrated solution (Flow software, Sapphire printers, Assure quality control) differentiate it from some competitors.
• The company's partnerships with SpaceX, Aerojet Rocketdyne, Lockheed Martin, Avio, and General Motors indicate its position in demanding industries.

Management Changes

Related Party Transactions

• The Company issued a Senior Secured Convertible Promissory Note in the principal amount of $5,000,000 to Thieneman Properties, LLC, in which Mr. Thieneman holds 30% interest.
• The Company issued a Senior Secured Convertible Promissory Note in the principal amount of $10,000,000 to Thieneman Construction, Inc, in which Mr. Thieneman holds 87.4% interest.

Stakeholder Impact

• Shareholders: The board changes could influence the company's strategic direction and performance.
• Employees: New board members could bring changes in management style or company priorities.
• Customers: The expertise of the new directors could lead to improvements in product development or customer service.

Key Dates

Keywords

Board of Directors, Velo3D, Appointments, Resignations, Jason Lloyd, Kenneth Thieneman, Michael Idelchik, Bradley Kreger, Convertible Promissory Note, Debt Financing, Maritime Engineering, Construction, 3D Printing, Additive Manufacturing