Velo3D (VELO) FY2025 10-K Risk Factors: 18 New, 11 Dropped

What the changes say

Operating losses narrowed to $54.9 million in 2025, but servicing indebtedness remains costly.
Top customer concentration declined as sales to top three customers fell to 33.2% of revenue.
Defense and government markets expanded, introducing new regulatory and compliance burdens.

What changed since the prior 10-K

New

NewRisks Related to Our Financial Position and Need for Additional Capital
Our limited operating history and history of operating losses make it difficult to evaluate our business and prospects, and we may not achieve or maintain profitability
We reported operating losses of $54.9 million and $78.9 million for the years ended December 31, 2025 and 2024, respectively, and may not achieve profitability.
NewRisks Related to Our Financial Position and Need for Additional Capital
Our customer base has continued to diversify, reducing historical concentration. As of December 31, 2025, over 50% of our customers have multiple Sapphire family of systems products
Over 50% of our customers have multiple Sapphire family systems, but entering defense markets creates program concentration risks.
NewRisks Related to Our Financial Position and Need for Additional Capital
Our use of equipment financing, sale-leaseback arrangements and other asset monetization transactions may increase our fixed obligations, reduce operational flexibility and expose us to default, repossession and refinancing risk
We entered into a $10.0 million sale-leaseback transaction in December 2025 covering assorted Sapphire and Sapphire XC printers and post-processing tools.
NewRisks Related to Our Business and Industry
result in a significant charge to our earnings in the period in which they occur. We will also be required to record goodwill or other long-lived asset impairment charges (if any) in the periods in which they occur, which could result in a significant charge to our earnings in any such period
Acquisitions may lead to goodwill or long-lived asset impairment charges that negatively impact earnings.
NewRisks Related to Our Business and Industry
product introduction pricing strategies. We may experience significant quarterly fluctuations in gross profit margins or operating income or loss due to the impact of the mix of products, channels or geographic areas in which we sell our products from period to period
Our business model relies on recurring revenue from additive manufacturing systems and service contracts that may not develop as expected.
NewRisks Related to Our Business and Industry
may be faced with excess manufacturing capacity and related costs that cannot readily be reduced, which will adversely impact our financial condition and results of operations
Undetected defects or errors in our additive manufacturing systems could result in product liability, warranty claims, or reputational damage.
NewRisks Related to Our Business and Industry
Demand from defense, aerospace and government-related customers may increase, but we may be unable to timely and effectively satisfy such demand, and any failure to do so could expose us to operational, contractual, regulatory and reputational risks
Increased demand from defense and aerospace customers for munitions and hypersonic propulsion may strain our production capacity and supply chain.
NewRisks Related to Our Business and Industry
Our participation in defense and government-related programs may subject us to heightened contractual, regulatory, cybersecurity, export control and audit requirements, and any failure to comply could result in penalties, loss of business and reputational harm
Defense and government-related work subjects us to heightened cybersecurity, export control, and audit requirements.
NewRisks Related to Our Business and Industry
liabilities, including variable consideration
We identified material weaknesses in internal controls over financial reporting, specifically regarding stock-based compensation earnouts.
NewRisks Related to Our Business and Industry
We did not design and maintain effective controls over the depreciation of equipment subject to equipment lease, net. Specifically, we did not design and maintain effective controls over the completeness of depreciation related to the equipment subject to equipment lease
We lack effective IT general controls for user access and depreciation of equipment subject to leases.
NewRisks Related to Our Business and Industry
have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax obligations in the countries where we do or intend to do business or require us to change the manner in which we operate our business
Proposed or enacted tax law changes in international jurisdictions could increase our worldwide effective tax rate.
NewRisks Related to Our Business and Industry
The ongoing conflict with Iran may affect demand for our products and could create supply chain challenges
The ongoing conflict with Iran creates global market uncertainty and potential supply chain challenges.
NewRisks Related to Our Business and Industry
heightened regulatory requirements for defense-related contracts. Any failure to meet delivery timelines or quality standards could expose us to contractual penalties, reputational harm, and loss of future business opportunities
NewRisks Related to Operations
an investment may prove incorrect, including assumptions regarding construction costs and timing, which could harm our business, financial condition, results of operations and cash flows
NewRisks Related to Intellectual Property
The use of artificial intelligence and machine learning technologies in our business operations and product offerings may expose us to risks that could harm our competitive position and have a material adverse effect on our business and results of operations
NewRisks Related to Our Common Stock and Our Public Warrants
Our Chief Executive Officer and his affiliated entities have significant influence over matters submitted to our stockholders for approval and over our corporate affairs, and their interests may differ from those of our other stockholders
NewRisks Related to Our Common Stock and Our Public Warrants
To the extent any of our outstanding warrants are exercised, it will increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders
NewRisks Related to Our Common Stock and Our Public Warrants
actions and proceedings that may be initiated by holders of our public warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company

Dropped

DroppedRisks Related to Our Financial Position and Need for Additional Capital
Our limited operating history and rapid growth makes evaluating our current business and future prospects difficult and may increase the investment risk
DroppedRisks Related to Our Business and Industry
customers, our assumptions may prove to be incorrect, and we may be unable to consistently produce additive manufacturing products in an economical manner in commercial quantities
DroppedRisks Related to Our Business and Industry
We did not design and maintain effective controls over the accounting and disclosure for debt and equity instruments. Specifically, we did not design and maintain effective controls over the accounting for the issuance and extinguishment of convertible note arrangements, warrants and common stock
Limited operating history and rapid growth makes evaluating business difficult.
DroppedRisks Related to Our Business and Industry
We did not design and maintain effective controls over the accounting for contract assets and liabilities. Specifically, we did not design and maintain effective controls over the accuracy and the financial statement presentation of contract assets and liabilities, including variable consideration
DroppedRisks Related to Intellectual Property
becomes necessary for us to litigate to protect these IP rights, any proceedings could be burdensome and costly, could result in counterclaims challenging our IP (including validity or enforceability) or accusing us of infringement, and we may not prevail
DroppedRisks Related to Our Notes
The terms of the Notes restrict our current and future operations. Upon an event of default, we may not be able to make any accelerated payments under the Notes or our other permitted indebtedness
DroppedRisks Related to Our Notes
Conversion of any Secured Convertible Notes may dilute the ownership interest of existing stockholders or may otherwise depress the price of our common stock
DroppedRisks Related to Our Common Stock and Our Public Warrants
Our Chief Executive Officer has the ability to control or significantly influence all matters submitted to our stockholders for approval
Assumptions may be incorrect and we may fail to produce products economically.
DroppedRisks Related to Our Common Stock and Our Public Warrants
redemption is sent to the holders of warrants, as applicable. As a result, warrant holders would receive fewer shares of common stock from such exercise than if they were to exercise such warrants for cash
DroppedRisks Related to Our Common Stock and Our Public Warrants
As of December 31, 2024, we have 5,504,118 outstanding warrants to purchase an equal number of shares of common stock
DroppedRisks Related to Our Common Stock and Our Public Warrants
A market for our securities may not continue, which would adversely affect the liquidity and price of our securities

Reworded

91% rewrittenRisks Related to Our Business and Industry
Our failure to effectively manage the risks and uncertainties associated with our global operations could limit the future growth of our business and adversely affect our business and operating results
Added specific references to the U.S. 25% tariff on Canadian goods and countermeasures, shifting from broad trade treaty uncertainty.
90% rewrittenRisks Related to Our Financial Position and Need for Additional Capital
We expect to rely on a limited number of customers for a significant portion of our near-term revenue
Updated top customer revenue figures, showing sales to top three customers dropped from 47.0% in 2024 to 33.2% in 2025.
85% rewrittenRisks Related to Our Common Stock and Our Public Warrants
Sales of a substantial number of shares of our common stock in the public market could occur at any time, either by us or our shareholders. These sales, or the perception in the market that either we or the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock
Replaced specific registration statement size figures with broader references to Resale Registration Statements and Form S-3.
Was: Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that either we or the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock
73% rewrittenRisks Related to Our Business and Industry
Declines in the prices of our products and services, or in our volume of sales, together with our relatively inflexible cost structure, may adversely affect our financial results
Appended a clause warning that slowing demand or a contracting additive manufacturing market could impact operations.
68% rewrittenRisks Related to Our Business and Industry
We have in the past and may in the future experience significant delays in the design, production, launch, manufacture, shipment and installation of our additive manufacturing solutions, and we may be unable to successfully commercialize products on our planned timelines
Added specific text warning of incorrect assumptions in producing additive manufacturing products in commercial quantities.
66% rewrittenRisks Related to Our Business and Industry
use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition
Trimmed the ending sentence regarding unknown liabilities and write-offs resulting from acquisitions.
53% rewrittenRisks Related to Our Business and Industry
Changes in our transaction models and product mix may impact our gross margins and financial performance
Retained substantially similar wording regarding transaction model mix and gross margin impacts.
50% rewrittenRisks Related to Our Common Stock and Our Public Warrants
Warrant holders may only be able to exercise their public warrants on a “cashless basis” under certain circumstances, and if such warrant holders do so, they will receive fewer shares of common stock from such exercise than if they were to exercise such warrants for cash
Retained substantially similar wording regarding cashless exercise conditions for public warrants.
48% rewrittenRisks Related to Our Common Stock and Our Public Warrants
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or management
48% rewrittenRisks Related to Operations
Maintenance, expansion and refurbishment of our facilities, the construction of new facilities and the development and implementation of new manufacturing processes involve significant risks
43% rewrittenRisks Related to Our Financial Position and Need for Additional Capital
There is substantial doubt about our ability to continue as a going concern, which could have a material adverse impact on our business
34% rewrittenRisks Related to Our Business and Industry
Changes in tax laws or tax rulings could materially affect our financial position, results of operations and cash flows
33% rewrittenRisks Related to Our Business and Industry
program change management controls to ensure that information technology program and data changes affecting certain financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately
24% rewrittenRisks Related to Our Financial Position and Need for Additional Capital
We expect to require additional capital to fund our operations in the near-term, and such capital might not be available on acceptable terms, if at all
Was: We expect to require additional capital to fund our operations in the near-term, and this capital might not be available on acceptable terms, if at all
23% rewrittenRisks Related to Our Business and Industry
We may be unable to realize the level of the anticipated benefits that we expect from restructuring our operations, which may adversely impact our business and results of operations
22% rewrittenRisks Related to Our Common Stock and Our Public Warrants
the volume of shares of our common stock available for public sale; and

All 78 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Financial Position and Need for Additional Capital

01We are an early-stage company with a history of operating losses and may not maintain profitability in the future
02There is substantial doubt about our ability to continue as a going concern, which could have a material adverse impact on our business43% rewritten
03Our limited operating history and history of operating losses make it difficult to evaluate our business and prospects, and we may not achieve or maintain profitabilityNew
04We expect to rely on a limited number of customers for a significant portion of our near-term revenue90% rewritten
05Our customer base has continued to diversify, reducing historical concentration. As of December 31, 2025, over 50% of our customers have multiple Sapphire family of systems productsNew
06Our use of equipment financing, sale-leaseback arrangements and other asset monetization transactions may increase our fixed obligations, reduce operational flexibility and expose us to default, repossession and refinancing riskNew
07We expect to require additional capital to fund our operations in the near-term, and such capital might not be available on acceptable terms, if at all24% rewritten
08We have historically invested in research and development efforts that further enhance our products. Such investments may affect our operating results and liquidity, and, if the return on these investments is lower or develops more slowly than we expect, our revenue and operating results may suffer

Risks Related to Our Business and Industry

09We have in the past and may in the future experience significant delays in the design, production, launch, manufacture, shipment and installation of our additive manufacturing solutions, and we may be unable to successfully commercialize products on our planned timelines68% rewritten
10We have also experienced, and may experience in the future, delay in the manufacture, shipment and installation of products we have launched
11We may acquire or make investments in other businesses, patents, technologies, products or services. Our failure to do so successfully could disrupt our business and have an adverse impact on our financial condition
12use of substantial portions of our available cash or the incurrence of debt to consummate the acquisition66% rewritten
13result in a significant charge to our earnings in the period in which they occur. We will also be required to record goodwill or other long-lived asset impairment charges (if any) in the periods in which they occur, which could result in a significant charge to our earnings in any such periodNew
14We have limited experience in making investments in other entities, and any such investments may not result in strategic benefits for our business or could expose us to other risks
15Changes in our transaction models and product mix may impact our gross margins and financial performance53% rewritten
16product introduction pricing strategies. We may experience significant quarterly fluctuations in gross profit margins or operating income or loss due to the impact of the mix of products, channels or geographic areas in which we sell our products from period to periodNew
17If demand for additive manufacturing products does not grow as expected, or if market adoption of additive manufacturing technology does not continue to develop, or develops more slowly than expected, our revenues may stagnate or decline, and our business may be adversely affected
18If we fail to meet our customers’ price expectations, demand for our products and product lines could be negatively impacted and our business and results of operations could suffer
19Declines in the prices of our products and services, or in our volume of sales, together with our relatively inflexible cost structure, may adversely affect our financial results73% rewritten
20may be faced with excess manufacturing capacity and related costs that cannot readily be reduced, which will adversely impact our financial condition and results of operationsNew
21Demand from defense, aerospace and government-related customers may increase, but we may be unable to timely and effectively satisfy such demand, and any failure to do so could expose us to operational, contractual, regulatory and reputational risksNew
22Our participation in defense and government-related programs may subject us to heightened contractual, regulatory, cybersecurity, export control and audit requirements, and any failure to comply could result in penalties, loss of business and reputational harmNew
23The additive manufacturing industry in which we operate is characterized by rapid technological change, which requires us to continue to develop new products and innovations to meet constantly evolving customer demands and which could adversely affect market adoption of our products
24ensure the availability of cash resources to fund R&D
25The additive manufacturing industry is competitive. We expect to face increasing competition in many aspects of our business, which could cause our operating results to suffer
26Future competition may arise from the development of allied or related techniques for equipment, materials and services that are not encompassed by our patents, from the issuance of patents to other companies that may inhibit our ability to develop certain products and from improvements to existing technologies
27Our existing and planned global operations subject us to a variety of risks and uncertainties that could adversely affect our business and operating results. Our business is subject to risks associated with selling machines and other products in non-United States locations
28political or civil unrest or instability, terrorism or epidemics and other similar outbreaks or events
29Our failure to effectively manage the risks and uncertainties associated with our global operations could limit the future growth of our business and adversely affect our business and operating results91% rewritten
30We are dependent on management and key personnel, and our business would suffer if we fail to retain our key personnel and attract additional highly skilled employees
31If we fail to grow our business as anticipated, our net sales, gross margin and operating margin will be adversely affected. If we grow as anticipated but fail to manage our growth and expand our operations accordingly, our business may be harmed and our results of operation may suffer
32We may be unable to realize the level of the anticipated benefits that we expect from restructuring our operations, which may adversely impact our business and results of operations23% rewritten
33liabilities, including variable considerationNew
34We did not design and maintain effective controls over the depreciation of equipment subject to equipment lease, net. Specifically, we did not design and maintain effective controls over the completeness of depreciation related to the equipment subject to equipment leaseNew
35program change management controls to ensure that information technology program and data changes affecting certain financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately33% rewritten
36Some of our arrangements for additive manufacturing solutions contain customer-specific provisions that may impact the period in which we recognize the related revenues under GAAP
37We rely on our information technology systems to manage numerous aspects of our business and a disruption of these systems could adversely affect our business
38we otherwise incur significant litigation or other costs
39Our current levels of insurance may not be adequate for our potential liabilities
40Changes in tax laws or tax rulings could materially affect our financial position, results of operations and cash flows34% rewritten
41have recently proposed or recommended changes to existing tax laws or have enacted new laws that could significantly increase our tax obligations in the countries where we do or intend to do business or require us to change the manner in which we operate our businessNew
42Some members of our management have limited experience in operating a public company
43Market conditions, economic uncertainty or downturns could adversely affect our business and operating results
44The ongoing conflict with Iran may affect demand for our products and could create supply chain challengesNew
45heightened regulatory requirements for defense-related contracts. Any failure to meet delivery timelines or quality standards could expose us to contractual penalties, reputational harm, and loss of future business opportunitiesNew
46We may be adversely affected by the effects of inflation or possible stagflation
47Changes in financial accounting standards or practices as well as interpretations thereof may cause adverse, unexpected financial reporting fluctuations and affect our results of operations

Risks Related to Third Parties

48We could be subject to personal injury, property damage, product liability, warranty and other claims involving allegedly defective products that we supply
49We depend on subcontractors to provide cost effective and efficient services in supply chain functions, including sourcing certain subcomponents and assemblies, and in product development activities
50We may rely heavily on future collaborative and supply chain partners
51obtain support services and other downstream supply chain support
52If our suppliers become unavailable or inadequate, our customer relationships, results of operations and financial condition may be adversely affected
53Our facility as well as our suppliers’ and our customers’ facilities are vulnerable to disruption due to natural or other disasters, strikes and other events beyond our control

Risks Related to Operations

54We operate primarily at one facility location, and any disruption at our facility could adversely affect our business and operating results
55Maintenance, expansion and refurbishment of our facilities, the construction of new facilities and the development and implementation of new manufacturing processes involve significant risks48% rewritten
56an investment may prove incorrect, including assumptions regarding construction costs and timing, which could harm our business, financial condition, results of operations and cash flowsNew

Risks Related to Compliance Matters

57We are subject to environmental, health and safety laws and regulations related to our operations and the use of our additive manufacturing systems and consumable materials, which could subject us to compliance costs and/or potential liability in the event of non-compliance
58Aspects of our business are subject to privacy, data use and data security regulations, which could increase our costs

Risks Related to Intellectual Property

59The use of artificial intelligence and machine learning technologies in our business operations and product offerings may expose us to risks that could harm our competitive position and have a material adverse effect on our business and results of operationsNew
60Third-party lawsuits and assertions to which we are subject alleging our infringement of patents, trade secrets or other IP rights may have a significant adverse effect on our financial condition
61We may incur substantial costs enforcing and defending our IP rights
62If we are unable to adequately protect or enforce our IP rights, such information may be used by others to compete against us
63Our additive manufacturing software contains third-party open-source software components, and failure to comply with the terms of the underlying open-source software licenses could restrict our ability to sell our products

Risks Related to Our Common Stock and Our Public Warrants

64Our Chief Executive Officer and his affiliated entities have significant influence over matters submitted to our stockholders for approval and over our corporate affairs, and their interests may differ from those of our other stockholdersNew
65Substantial sales of our common stock could cause the price of our common stock to decline
66Warrant holders may only be able to exercise their public warrants on a “cashless basis” under certain circumstances, and if such warrant holders do so, they will receive fewer shares of common stock from such exercise than if they were to exercise such warrants for cash50% rewritten
67The public warrants and the private placement warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results
68The price of our common stock may be volatile
69the volume of shares of our common stock available for public sale; and22% rewritten
70Sales of a substantial number of shares of our common stock in the public market could occur at any time, either by us or our shareholders. These sales, or the perception in the market that either we or the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock85% rewritten
71To the extent any of our outstanding warrants are exercised, it will increase the number of shares eligible for future resale in the public market and result in dilution to our stockholdersNew
72We may redeem the unexpired public warrants prior to their exercise at a time that is disadvantageous to them, thereby making their public warrants worthless
73Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our common stock
74We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure will continue to increase our costs and the risk of non-compliance
75Delaware law and our Certificate of Incorporation and Amended and Restated Bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable
76These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Board or management48% rewritten
77actions and proceedings that may be initiated by holders of our public warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our companyNew
78Our business and operations could be negatively affected if we become subject to any securities litigation or shareholder activism, which could cause us to incur significant expense, hinder execution of business and growth strategy and impact our stock price

Other Velo3D 10-Ks

FY2024 10-K risk factors
71 risks
Velo3D faces substantial going concern doubt with an operating loss of $82.3 million in 2024.
Filed Mar 31, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.