8-K: Velo3D Implements 1-for-35 Reverse Stock Split to Regain NYSE Compliance

Velo3D has enacted a 1-for-35 reverse stock split to boost its share price and maintain its listing on the New York Stock Exchange.

Summary

• Velo3D's stockholders approved a reverse stock split at the annual meeting on June 10, 2024.
• The board of directors set the reverse stock split ratio at 1-for-35.
• The reverse stock split became effective on June 13, 2024.
• Every 35 shares of common stock were converted into one share.
• Fractional shares resulting from the split were rounded up to the nearest whole share.
• The CUSIP number for the common stock changed to 92259N 203.
• The stock began trading on a split-adjusted basis on the New York Stock Exchange on June 13, 2024, under the same symbol VLD.
• The reverse stock split reduced the number of outstanding shares from approximately 297,064,857 to approximately 8,487,567.
• The company also adjusted the exercise prices and number of shares issuable for outstanding stock options and warrants.

Sentiment

Score: 4

Explanation: The sentiment is negative as the reverse stock split is a measure taken to avoid delisting, indicating underlying financial issues. While the company is taking action to remain listed, it is not a positive development.

Positives

• The reverse stock split is intended to help Velo3D regain compliance with the minimum share price required for continued listing on the NYSE.
• The company has taken action to ensure continued listing on the NYSE.

Negatives

• The reverse stock split was necessary to avoid delisting from the NYSE, indicating a previous failure to maintain the minimum share price.

Risks

• The company's stock price may not increase sufficiently to maintain compliance with NYSE listing requirements despite the reverse stock split.
• The reverse stock split could negatively impact investor sentiment.

Future Outlook

The company expects the reverse stock split to enable it to regain compliance with the minimum share price required for continued listing on the NYSE, but there is no guarantee of success.

Management Comments

• The board of directors has approved a 1-for-35 reverse stock split of the Company's common stock.
• The reverse stock split is intended to enable Velo3D to regain compliance with the minimum share price required for continued listing on NYSE.

Industry Context

Reverse stock splits are often used by companies to avoid delisting from exchanges when their stock price falls below the minimum threshold. This action is not unique to Velo3D and is a common strategy in the market.

Comparison to Industry Standards

• Reverse stock splits are a common mechanism used by companies facing delisting from major exchanges like the NYSE, similar to actions taken by other companies in the past to maintain listing compliance.
• The 1-for-35 ratio is within the range of reverse stock splits seen in the market, although the specific ratio is determined by the company's board.
• Other companies facing similar challenges have also implemented reverse stock splits, such as those in the biotech and tech sectors, to regain compliance with exchange listing requirements.

Stakeholder Impact

• Shareholders will see a reduction in the number of shares they own, but the value of their holdings should remain the same immediately after the split.
• Warrant holders will have their exercise prices and number of shares adjusted proportionally.
• The company's employees with stock options and equity awards will also see adjustments to their holdings.

Next Steps

• The company's stock will begin trading on a split-adjusted basis on the NYSE on June 13, 2024.
• The company will continue to monitor its stock price to ensure compliance with NYSE listing requirements.

Key Dates

Keywords

reverse stock split, Velo3D, NYSE, stock split, share price, common stock, warrants, options, compliance, listing