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Debt | 6 Months Ended
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Jun. 30, 2026
Debt Disclosure [Abstract] |
Long-Term Debt | Note 9. Debt Debt consisted of the following:
|  | June 30, |  |  | December 31, |
|  | 2026 |  |  | 2025 |
|  | (In thousands) |
January Note |  | $ | — |  |  | $ | 6,295 |
February Note 1st Tranche |  |  | — |  |  |  | 5,983 |
February Note 2nd Tranche |  |  | — |  |  |  | 5,837 |
Secured Notes |  |  | — |  |  |  | 3,232 |
2025 Equipment Loan |  |  | 8,170 |  |  |  | 9,668 |
Total |  | $ | 8,170 |  |  | $ | 31,015 |
Debt — current portion |  |  | 3,197 |  |  |  | 6,305 |
Long-term debt — Less: Current portion |  | $ | 4,973 |  |  | $ | 24,710 |
As of June 30, 2026, the Company’s debt consisted only of the 2025 Equipment Loan. For a full description of these debt arrangements, see Note 9, Long-Term Debt, in the audited consolidated financial statements included in the 2025 Form 10-K. Convertible Secured Note On January 7, 2025, the Company issued the January Note, a Senior Secured Convertible Promissory Note in the principal amount of $5,000,000 to Thieneman Properties, LLC, an Indiana limited liability company. The January Note bore interest at a rate of 60.0% per annum, was initially payable in full on April 7, 2025 in the amount of $5,750,000 and if not paid on or prior to such date, would continue to accrue interest at the same rate until paid. The January Note could be prepaid in whole or in part at any time without penalty or premium and was convertible in the event of default into shares of the Company’s common stock, at a fixed conversion price of $23.40 per share. On April 7, 2025, the Company made a payment of $750,000, which fulfilled its obligations of interest owed through such date. The Company continued to accrue interest on the principal amount of the January Note until such time as it was repaid. During the three and six months ended June 30, 2026, the Company incurred total interest expense of $0 and $0.2 million, respectively. On February 10, 2025, the Company issued a Senior Secured Convertible Promissory Note (the “February Note”) in the principal amount of $10,000,000 to Thieneman Construction, Inc. an Indiana corporation, to be funded in two tranches of $5,000,000. This Note bore interest at a rate of 30.0% per annum, was payable in full on the date that is six months from the time the amounts were received by the Company. The first tranche (“February Note 1st tranche”) and second tranche (“February Note 2nd tranche”) were received by the Company on February 10, 2025 and March 20, 2025, respectively, which amounts became due on August 10, 2025 and September 20, 2025, respectively. Given the February Notes was not paid on or prior to the aforementioned dates, the February Note would continue to accrue interest at the same rate until paid. The outstanding principal amount of the February Note was convertible at the option of the holder upon the occurrence of the Company’s successful listing of shares of its common stock on a national securities exchange or the occurrence and during the continuation of an Event of Default (as defined in the February Note), into shares of the Company's common stock, at a fixed conversion price of $15.00 per share. During the three and six months ended June 30, 2026, the Company incurred total interest expense related to the February Note 1st tranche and February Note 2nd tranche of $0 and $0.2 million, respectively. On August 14, 2025, the Company amended the January Note (the "January Note Amendment"), which amended certain provisions of the January Note, including: an extension of the maturity date under the January Note to February 14, 2027; a reduction of the interest rate under the January Note to 12%; and an adjustment of the fixed conversion price to $16.38 per share. On August 14, 2025, the Company also amended the February Note (the “February Note Amendment”) which, amended certain provisions of the February Note, including: an extension of the maturity dates for each tranche under the February Note to February 14, 2027; a reduction of the interest rate under the February Note to 12%; and an adjustment of the fixed conversion price to $10.50 per share. The Company has evaluated that the note amendments are both treated as a debt modification under ASC Topic 470, Debt. On March 4, 2026, the Company and Arrayed entered into a further amendment to the January Note, which amended certain provisions of the January Note to, among other things, provide that, at any time and from time to time, Arrayed (as holder) has the right, at its option, to convert all or any portion of the outstanding principal amount of the January Note, together with accrued and unpaid interest thereon, into shares of the Company’s common stock. On March 4, 2026, the Company and Thieneman Construction, Inc. entered into a further amendment to the February Note, which amended certain provisions of the February Note to, among other things, provide that, subject to the existing terms of the February Note, accrued and unpaid interest thereon, in addition to the outstanding principal amount, may be convertible into common stock at the holder’s option. On March 4, 2026, the Company issued 394,517 shares of common stock to Arrayed upon conversion of the January Note, in the principal amount of $5,000,000, together with accrued and unpaid interest thereon, at a conversion price of $16.38 per share, a premium to the Company’s share price on March 4, 2026. As of such date, the January Note (including principal and interest) was fully converted into shares of common stock of the Company. On March 4, 2026, the Company issued 1,145,830 shares of common stock to Thieneman Construction, Inc. upon conversion of the February Note, in the principal amount of $10,000,000, together with accrued and unpaid interest thereon, at a conversion price of $10.50 per share. As of such date, the February Note (including principal and interest) was fully converted into shares of common stock of the Company. The Company has evaluated that the debt conversion under ASC Topic 470, Debt, is a debt modification and accounted for under the carrying-amount method pursuant to ASC 470-20. The transaction is a related-party transaction under ASC 850, Related Party Disclosures, and was duly evaluated and approved by the Board of Directors on March 4, 2026. Secured Notes The Secured Notes bore interest at 6.00% per annum, payable quarterly in cash on January 1, April 1, July 1 and October 1 of each year, and would mature on August 1, 2026. Upon repayment of principal on the Secured Notes pursuant to the terms of the Secured Notes, the Company was required to pay 120% of the principal amount repaid (the “Repayment Price”) plus accrued and unpaid interest. The Secured Notes included terms that provided Arrayed (the holder) seniority over other unsecured obligations in any settlement negotiations in the event of liquidation. Additionally, the Secured Notes contained redemption features in the event of default or a fundamental change in control that would make the Secured Notes immediately callable at a predetermined rate as described in the Secured Notes. The redemption features were settled in cash. On March 18, 2026, the Company repaid the Secured Notes due 2026 in full of $3.0 million for principal and $0.3 million accrued interest. All obligations of the Company under the Secured Notes have been fully and finally paid, discharged, and satisfied. 2025 Equipment Loan On December 8, 2025, the Company and Varilease Finance, Inc. (“Varilease”) entered into a Sale Leaseback Agreement (the “Sale Leaseback Agreement”) pursuant to which the Company agreed to sell to Varilease, and subject to the conditions set forth therein, Varilease agreed to purchase from the Company, assorted Velo3D Sapphire and Sapphire XC metal 3D printers and post processing tools and equipment owned and used by the Company (the “Equipment”). The aggregate purchase price for the Equipment to be received by the Company is $10 million and reported as debt (the "Equipment Loan"). For the three and six months ended June 30, 2026, the Company incurred and paid $0.2 million and $0.4 million in interest expense, respectively, related to the Equipment Loan. The Company will pay 36 monthly payments with the Equipment Loan and the effective interest rate is 8.2%. The future minimum aggregate payments for the above borrowings are equal to the quarterly payments made using the repayment price for the Equipment Loan, and are as follows as of June 30, 2026:
Year Ending December 31, |  | (In thousands) |
Remainder of 2026 |  | $ | 1,866 |
2027 |  |  | 3,732 |
2028 |  |  | 3,421 |
Total |  | $ | 9,019 |
Less: Amount of debt discount to be amortized subsequent to June 30, 2026 |  |  | (14 | )
Less: Amount of interest to be accrued subsequent to June 30, 2026 |  |  | (835 | )
Debt as of June 30, 2026 |  | $ | 8,170 |

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