10-K: Velo3D's 2025 10-K: Growth Amidst Going Concern Doubts

Velo3D reports increased 3D printer and parts revenue in 2025, but faces substantial doubt about its ability to continue as a going concern, necessitating further financing.

Summary

• Total revenue increased by 12.1% to $46.0 million in 2025 from $41.0 million in 2024.
• 3D Printer and parts sales grew by 54.5% to $39.2 million in 2025 from $25.4 million in 2024.
• Bookings for 2025 were $59 million, up from $31 million in 2024, and backlog as of December 31, 2025, was $31 million, up from $16 million in 2024.
• The net loss for 2025 was $71.4 million, compared to $69.7 million in 2024, while operating losses improved to $54.9 million in 2025 from $78.8 million in 2024.
• Gross loss increased to $7.4 million (16.1% of revenue) in 2025 from $2.1 million (5.1% of revenue) in 2024.
• Substantial doubt exists about the company's ability to continue as a going concern due to insufficient liquidity to meet operating needs for at least 12 months.
• Material weaknesses were identified in internal control over financial reporting, particularly concerning stock-based compensation and equipment depreciation.
• The company completed several financing activities in late 2025 and early 2026, including a $20.1 million public offering, a $30 million private placement, and a $10 million equipment loan.
• Arun Jeldi, CEO, beneficially owned approximately 48.6% of outstanding common stock as of March 4, 2026, following debt-for-equity conversions.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a company facing significant financial distress, evidenced by the "going concern" doubt and increasing gross losses, despite some revenue growth and recent capital raises. The material weaknesses in internal controls further compound the negative sentiment.

Positives

• Total revenue increased by 12.1% year-over-year, reaching $46.0 million in 2025.
• 3D Printer and parts sales significantly increased by 54.5% to $39.2 million in 2025, driven by higher average selling prices and backlog.
• Bookings for 2025 nearly doubled to $59 million from $31 million in 2024, indicating strong demand.
• Backlog increased to $31 million as of December 31, 2025, from $16 million in 2024.
• Operating loss improved to $54.9 million in 2025 from $78.8 million in 2024.
• Research and development expenses decreased by 31.2% to $10.7 million in 2025, with a focus on increasing system reliability.
• Selling and marketing expenses decreased by 47.4% to $6.8 million in 2025.
• General and administrative expenses decreased by 37.8% to $30.1 million in 2025 due to reduced bad debt, public company expenses, and headcount.
• Interest expense significantly decreased by 72.7% to $4.4 million in 2025 due to debt-for-equity exchange.
• Successful capital raises in late 2025 and early 2026, including a $20.1 million public offering, a $30 million private placement, and a $10 million equipment loan.
• Strategic realignment in Q1 2025 to pivot from emphasizing revenue growth to optimizing profitability, maximizing customer success, reducing expenditures, and improving operational efficiency.
• Diversification of customer base, with sales to top three customers accounting for 33.2% of revenue in 2025, down from 47.0% in 2024.
• Over 50% of customers have multiple Sapphire family of systems as of December 31, 2025.
• Repaid Secured Note due 2026 in full of $3.2 million for principal and accrued interest on March 18, 2026.

Negatives

• Substantial doubt exists about the company's ability to continue as a going concern for the next 12 months due to insufficient liquidity.
• Net loss increased slightly to $71.4 million in 2025 from $69.7 million in 2024.
• Gross loss increased significantly to $7.4 million (16.1% of revenue) in 2025 from $2.1 million (5.1% of revenue) in 2024, primarily due to increased factory overhead, production engineering development costs, and expedited shipping costs.
• Recurring payment revenue decreased by 93.4% to $0.1 million in 2025, reflecting a shift away from leased systems.
• Support services revenue decreased by 35.3% to $6.2 million in 2025 due to fewer renewals.
• Identified material weaknesses in internal control over financial reporting, including an ineffective control environment, issues with inventory accounting, contract assets/liabilities, financial statement preparation, stock-based compensation, equipment depreciation, and IT general controls.
• Inability to secure credit terms and volume discounts with suppliers due to financial condition, leading to premium payments or advance payments for components.
• Reliance on a limited number of customers for a significant portion of near-term revenue (top three customers accounted for 33.2% of 2025 revenue).
• Market value of voting and non-voting stock held by non-affiliates was approximately $101.3 million as of June 30, 2025, based on a closing price of $7.20.
• Experienced less annual revenue growth than expected in 2025 due to delayed shipments and customer order delays.
• Accumulated deficit of $498.1 million as of December 31, 2025.

Risks

• Substantial doubt about the ability to continue as a going concern, which could make it difficult to raise financing, sell products, or retain employees.
• History of operating losses and may not achieve or maintain profitability in the future.
• Expectation to require additional capital to fund operations and satisfy debt obligations in the near-term, which might not be available on acceptable terms.
• Reliance on a limited number of customers for a significant portion of near-term revenue, making results volatile and exposing to greater customer and program concentration risk.
• Significant delays in the design, production, launch, manufacture, shipment, and installation of additive manufacturing solutions.
• Failure to successfully commercialize products on planned timelines or meet customer price expectations.
• Declines in product and service prices or sales volume, coupled with an inflexible cost structure, may adversely affect financial results.
• Defects in additive manufacturing systems could lead to product liability, warranty claims, and reputational damage.
• Inability to timely and effectively satisfy increased demand from defense, aerospace, and government-related customers, exposing to operational, contractual, regulatory, and reputational risks.
• Participation in defense and government-related programs subjects the company to heightened contractual, regulatory, cybersecurity, export control, and audit requirements.
• Rapid technological change in the additive manufacturing industry requires continuous development of new products and innovations.
• Increasing competition in the additive manufacturing industry from well-established companies with greater resources.
• Global operations subject the company to various risks and uncertainties, including currency risks, limited IP protection in certain countries, and complex foreign laws.
• Uncertainty regarding U.S. tariffs and trade relationships could impose additional costs or negatively impact the business.
• Dependence on management and key personnel; failure to retain or attract highly skilled employees could harm the business.
• Failure to manage growth effectively or realize anticipated benefits from restructuring operations.
• Material weaknesses in internal control over financial reporting may result in material misstatements or failure to meet reporting obligations.
• Reliance on information technology systems; disruption could adversely affect the business.
• Current insurance levels may not be adequate for potential liabilities.
• Changes in tax laws or rulings could materially affect financial position.
• Some management members have limited experience in operating a public company.
• Market conditions, economic uncertainty, or downturns (e.g., ongoing conflicts, inflation) could adversely affect business.
• Could be subject to personal injury, property damage, product liability, warranty, and other claims involving defective products.
• Dependence on independent contractors and third parties for key services; disruption or cost increase could negatively impact financial condition.
• Reliance on future collaborative and supply chain partners.
• Suppliers becoming unavailable or inadequate could adversely affect customer relationships.
• Facilities, suppliers, and customers are vulnerable to disruption due to natural disasters, strikes, or other events.
• Business relies on technological and other innovations; failure to protect IP rights could harm competitive advantages.
• Use of artificial intelligence and machine learning technologies may expose to risks like IP infringement, data compromise, and regulatory changes.
• Third-party lawsuits alleging IP infringement could have a significant adverse effect.
• Substantial costs may be incurred enforcing and defending IP rights.
• Additive manufacturing software contains third-party open-source components; failure to comply with licenses could restrict product sales.
• CEO and affiliated entities have significant influence over stockholder matters (48.6% ownership as of March 4, 2026).
• Substantial sales of common stock could cause price decline.
• Warrant holders may only be able to exercise on a cashless basis under certain circumstances, receiving fewer shares.
• As a smaller reporting company, reduced disclosure obligations may make securities less attractive.
• Warrants are accounted for as liabilities, and changes in value could materially affect financial results.
• Price of common stock may be volatile.
• Company may amend terms of public and private placement warrants adversely to holders.
• Company may redeem unexpired public warrants prior to exercise, making them worthless.
• Market for securities may not continue, affecting liquidity and price.
• Reports by analysts differing from actual results could adversely affect stock price.
• Subject to changing laws and regulations regarding corporate governance and public disclosure, increasing costs and non-compliance risk.
• Delaware law and corporate documents contain anti-takeover provisions.
• Designation of Delaware courts as exclusive forum for disputes limits stockholders' ability to choose a favorable forum.
• Warrant agreement designates New York courts as exclusive forum for warrant-related actions.
• Securities litigation or shareholder activism could negatively affect business and stock price.

Future Outlook

Expects research and development costs to increase in 2026 and beyond due to a refreshed technology roadmap, aiming to meet customer demand in Rapid Production Solutions (RPS) and scale parts production with improved utilization efficiency. Selling and marketing expenses are also expected to increase during 2026 as the company re-ignites efforts in defense and aerospace markets. The cost to manufacture new systems in 2026 is expected to improve as a result of overhead and fixed cost reduction efforts implemented in late 2025. Cash used in operating activities is expected to decrease, driven by expense reduction and overall enterprise efficiency improvement programs.

Management Comments

• "We believe our technology is ahead of competitors."
• "We aim to enable our customers to build resilient supply chains for production parts across industries with a clear, reliable path from concept to production through our Rapid Production Solutions ('RPS') offering."
• "We consider this approach a land and expand strategy, oriented around a demonstration of our value proposition followed by increasing penetration with key customers."
• "Management believes that substantial doubt exists about the Company's ability to continue as a going concern."
• "We do not have sufficient liquidity to meet our operating needs for at least 12 months from the issuance date of the consolidated financial statements."
• "The Company will need to engage in additional financings to fund our operations, continue to fund payroll for employees, and satisfy our obligations in the near term. Without such additional funding, we will not be able to continue operations and may be required to sell assets, liquidate and/or file for bankruptcy."
• "Our focus for revenue has shifted to ensuring customer success, improving system reliability to strengthen our existing customer network, developing new customer networks to increase demand and expanding our RPS for printed parts."
• "We expect our largest customer to remain an important relationship going forward."
• "We expect the cost to manufacture new systems in 2026 to improve as a result of overhead and fixed cost reduction efforts implement in late 2025."
• "Management believes adequate progress has been performed toward the effectiveness of our internal control over financial reporting and disclosure controls and procedures."

Industry Context

StockSavvy.ai notes that Velo3D operates in the rapidly evolving metal additive manufacturing industry, which is transitioning from prototyping to production-scale deployment, particularly in high-value sectors like defense, aerospace, and energy. The company's focus on complex geometries and repeatable production outcomes positions it against traditional manufacturing methods and legacy AM solutions that struggle with scalability and consistency. The industry is characterized by rapid technological change and increasing competition, requiring continuous innovation and strategic customer engagement.

Comparison to Industry Standards

• Velo3D's Sapphire XC system is designed to reduce production costs per part by approximately 65% to 80% when compared to the existing Sapphire system, offering a significant cost advantage for larger parts.
• The company's proprietary L-PBF technology is highlighted for its ability to produce metal parts with complex internal geometries without internal supports, a capability that differentiates it from many other L-PBF technologies.
• The ability to match process parameters machine-to-machine ensures repeatability, addressing a common challenge in additive manufacturing platforms.
• The company's focus on "Golden Print Files" for consistent geometry, material properties, and performance outcomes across different Sapphire systems aims to overcome variability issues often seen in traditional AM.
• The company's technology supports mission-critical components like propulsion hardware and hypersonic engine parts, aligning with high-performance demands in aerospace and defense, where traditional methods face long lead times and quality issues.

Corporate Governance

Legal Proceedings

• Currently not a party to any material legal proceedings.

Related Party Transactions

• Arun Jeldi, CEO, controls Arrayed Notes Acquisition Corp., which purchased Senior Secured Notes and engaged in a debt-for-equity exchange, resulting in his beneficial ownership of approximately 95% of common stock as of December 24, 2024 (later adjusted to 48.6% as of March 4, 2026).
• Thieneman Properties, LLC and Thieneman Construction, Inc., entities affiliated with Kenneth Thieneman (a director), issued Senior Secured Convertible Promissory Notes to the company.
• Thieneman Properties, LLC transferred the January Note to Arrayed (controlled by CEO Arun Jeldi) prior to its conversion.
• Thieneman Construction, Inc. is a co-lessee in the Master Lease Agreement with Varilease Finance, Inc. for the 2025 Equipment Loan.

Stakeholder Impact

• Shareholders: Significant dilution from recent equity issuances and potential future capital raises. Volatility in stock price due to financial performance, market conditions, and CEO's concentrated ownership. Risk of warrants expiring worthless.
• Employees: Reduction in force in August and October 2024 impacted approximately 45% of the workforce. Potential for further employee attrition due to cost-cutting measures and going concern doubt.
• Customers: Delays in 3D printer orders due to financial condition concerns. Potential for increased costs or delays if supply chain issues persist due to inability to secure credit terms. Increased demand from defense/aerospace customers presents opportunities but also risks if unable to meet demand.
• Suppliers: Inability to secure credit terms and volume discounts, leading to premium payments or advance payments. Risk of business relationship termination or legal action if payments are delayed.
• Creditors: Substantial doubt about the company's ability to continue as a going concern raises concerns about repayment of obligations, though recent debt conversions and repayments have occurred.

Next Steps

• Engage in additional financings to fund operations and satisfy obligations in the near-term.
• Continue to fund payroll for employees.
• Develop new features or enhance products.
• Expand manufacturing capacity.
• Improve operating infrastructure.
• Acquire complementary businesses and technologies.
• Re-ignite sales and marketing efforts, particularly in defense and aerospace markets.
• Accelerate production cycle times and improve efficiencies on the production floor to lower cost of revenue.
• Continue to focus on driving further operational improvements during 2026 to reduce operating costs.
• Continue to review conclusions about the appropriate amount of the valuation allowance on a quarterly basis.
• Remediate identified material weaknesses in internal control over financial reporting.
• Expand business segments reporting for RPS in 2026.

Key Dates

Recommendation

The company faces substantial doubt about its ability to continue as a going concern, indicating severe financial instability. Despite revenue growth in 3D printer sales and recent capital raises, the increasing gross loss, persistent net losses, and identified material weaknesses in internal controls present significant operational and financial risks. The concentrated ownership by the CEO, while providing stability, also introduces governance concerns. The need for further financing in the near term, coupled with unfavorable supplier terms, suggests ongoing liquidity challenges. These factors collectively point to a high-risk investment with significant downside potential.

Keywords

Additive Manufacturing, 3D Printing, Metal 3D Printers, Velo3D, Sapphire, SEC Filing, 10-K, Financial Results, Going Concern, Capital Raise, Corporate Governance, Risk Factors, Aerospace, Defense, Energy, Industrial, L-PBF, Intelligent Fusion, Rapid Production Solutions, Intellectual Property, Stock-based Compensation, Internal Controls