Dilution profile // every instrument, one screen, from SEC filings

Velo3D, Inc. (VELO)

CIK 1825079 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$610M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
LOWwarrants = 0% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-84% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
LOW~33.3 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-11-122026-11-05

Latest: 32.3M shares as of Nov 5, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-11-05
HowThe newest cover-page count as filed. It is used as the current count only while it is no more than about 15 months older than the company’s newest periodic filing; the float checker applies a 200-day rule and sets it beside the balance-sheet count.
Open the source document →
Share count fell from 296.2M to 8.6M between May 10, 2024 and Aug 7, 2024, a pattern consistent with a reverse split (roughly 1-for-34); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Public Warrants16,429$6037.5——
Warrant To Purchase Common Stock11,986not tagged——
Private Placement Warrants8,477not tagged——
Private Warrants8,477$6037.5——
Bepo Warrants5,157$183.75——
A2023 Private Warrant B3,429$326.29——
Bepo Agent Warrants3,266$202.13——
A2022 Private Placement Warrants134$13447.8y—
A2023 Placement Agent Warrantsnot taggednot tagged2.3y—
Bepo Warrants and Bepo Agent Warrant Liabilitiesnot taggednot tagged2.5y—

Tranches exactly as the company dimensioned them in its 10-Q filed Nov 10, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 11,986 underlying shares, as reported Sep 30, 2026 (10-Q).

Reported exercise price: $12.25 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $81,000 as of Sep 30, 2026.

Rough fully diluted estimate: 32.3M = 32.3M O/S + 11,986 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
February Note$10.0M—$10.5—~952,381 sh
January Note$5.0M$0$16.38—~305,250 sh

If every note above converted at its tagged price: ~1.3M new shares on 32.3M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Nov 10, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding32.3MNov 5, 2026
+ Public Warrants (if exercised)16,429Sep 29, 2026
+ Warrant To Purchase Common Stock (if exercised)11,986Sep 30, 2026
+ Private Placement Warrants (if exercised)8,477Sep 29, 2026
+ Private Warrants (if exercised)8,477Dec 31, 2025
+ Bepo Warrants (if exercised)5,157Sep 30, 2026
+ A2023 Private Warrant B (if exercised)3,429Sep 30, 2026
+ Bepo Agent Warrants (if exercised)3,266Sep 30, 2026
+ A2022 Private Placement Warrants (if exercised)134Sep 30, 2026
+ February Note (if fully converted)952,381Mar 4, 2026
+ January Note (if fully converted)305,250Mar 4, 2026
Fully diluted estimate33.6M+4.1% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $610.3Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3May 14, 2026$42.8M registeredfiling →
S-3Apr 3, 2026$500.0M registeredfiling →
S-3Jan 13, 2026$67.5M registeredfiling →

Last 12 months: 3 executed · 4 registered.

UPDATEMay 18, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEMay 18, 2026SEC declared a registration effective — selling can beginEFFECT →
EXECUTEDMay 15, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
REGISTEREDMay 14, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
EXECUTEDApr 27, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5 →
EFFECTIVEApr 8, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDApr 3, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →
UPDATEJan 20, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
UPDATEJan 20, 2026Prospectus update — often a resale registration, not necessarily new capital424B3 →
EFFECTIVEJan 20, 2026SEC declared a registration effective — selling can beginEFFECT →
EFFECTIVEJan 20, 2026SEC declared a registration effective — selling can beginEFFECT →
REGISTEREDJan 13, 2026S-3 registration — capacity to sell shares, not a sale yetS-3 →

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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