Filed pursuant to Rule 424(b)(3)
Registration No. 333-249551
PROSPECTUS SUPPLEMENT
NO. 7
(to Prospectus dated
November 4, 2020)
Velodyne Lidar, Inc.
Up to 32,164,576 Shares
of Common Stock
This prospectus
supplement supplements the prospectus dated November 4, 2020 (the “Prospectus”), which forms a part of our registration
statement on Form S-1 (No. 333-249551). This prospectus supplement is being filed
to update and supplement the information in the Prospectus with the information
contained in our current report on Form 8-K/A,
filed with the Securities and Exchange Commission on March 11, 2021 and our current report on Form 8-K, filed with the Securities
and Exchange Commission on March 17, 2021 (together, the “Current Reports”). Accordingly, we have attached the Current
Reports to this prospectus supplement.
The Prospectus and this prospectus supplement
relate to the issuance by us of an aggregate of up to 18,282,384 shares of our common stock, $0.0001
par value per share (“common stock”), that are issuable upon the exercise of our publicly-traded warrants (the “Public
Warrants”) and up to 375,000 shares of our common stock issuable upon exercise of our working capital warrants issued to
Graf Acquisition LLC. The Prospectus and this prospectus supplement also relate to the resale from time to time, upon the expiration
of lock-up agreements, by the selling stockholders named in the Prospectus or their permitted transferees of up to 13,507,192 shares
of our common stock.
Our
common stock and Public Warrants are listed on The Nasdaq Global Select Market under the symbols “VLDR” and “VLDRW,”
respectively. On March 16, 2021, the closing price of our common stock was $14.23 and the closing price of our warrants was $4.74.
We are an “emerging growth company”
under applicable federal securities laws and will be subject to reduced public company reporting requirements.
INVESTING IN OUR SECURITIES
INVOLVES RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 4 OF THE PROSPECTUS.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this
prospectus supplement or the Prospectus or determined if this prospectus supplement or the Prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus
supplement is March 18, 2021.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 11, 2021
VELODYNE
LIDAR, INC.
(Exact name of registrant as specified
in its charter)
Delaware
|
001-38703
|
83-1138508
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
5521 Hellyer Avenue
|
|
San Jose, California
|
95138
|
(Address of principal executive offices)
|
(zip code)
|
Registrant’s telephone number, including
area code: (669) 275-2251
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading symbol
|
|
Name of each exchange
on which registered
|
Common Stock, $0.0001 par value
|
|
VLDR
|
|
The Nasdaq Stock Market LLC
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Warrants, each exercisable for three-quarters of one share of common stock
|
|
VLDRW
|
|
The Nasdaq Stock Market LLC
|
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
|
This Current Report
on Form 8-K is being filed to report the appointment of a new director, Deborah Hersman, and a new Chief Operating Officer, Jim
Barnhart.
(b)
On March 11, 2021,
Velodyne Lidar, Inc. (the “Company”) determined to transition Thomas Tewell as Chief Operating Officer of Velodyne
Lidar, Inc. (the “Company”). On March 14, 2021, Mr. Tewell resigned from the Company, effective immediately.
Also on March 11, 2021,
the Company appointed Jim Barnhart as Chief Operating Officer, effective March 15, 2021. Prior to his appointment as Chief Operating
Officer, Mr. Barnhart served as Senior Vice President of Operations at Nanometrics Incorporated, a provider of process control
metrology and inspection systems used primarily in the fabrication of semiconductors and other solid-state devices, from March
2018 until March 2021. From 2010 to March 2018, Mr. Barnhart served as Senior Vice President, Global Operations at Cymer LLC, a
subsidiary of ASML Holding NV, a supplier of equipment for semiconductor companies. Mr. Barnhart also held various operational
leadership roles with Areva Solar, Johnson & Johnson Pharmaceutical Research & Development, L.L.C. and Applied Materials,
Inc. Mr. Barnhart holds an MBA from the Walter A. Haas School of Business at the University of California, Berkeley and a B.S.
in electrical engineering from Washington State University’s College of Engineering.
In connection with
his appointment, the Company entered into an employment agreement with Mr. Barnhart. As compensation for his services as Chief
Operating Officer of the Company, Mr. Barnhart will receive: (1) a salary of $365,000 per annum; (2) an award of Restricted Stock
Units (“RSUs”) under the Company’s 2020 Equity Incentive Plan, having a value of $3,000,000, which RSUs will
be subject to vesting in installments over a four-year period, so long as Mr. Barnhart remains employed by the Company; and (3)
eligibility, also subject to Mr. Barnhart’s continued employment with the Company, to participate in the Company’s
annual bonus plan, with a target bonus equal to 80% of his annual base salary, which shall be based on Mr. Barnhart’s individual
objectives established by the Company. He will also be entitled to participate in the Company’s other compensation and benefit
programs that are available to its employees generally.
(d)
On March 15, 2021,
the board of directors of the Company (the “Board”) appointed Deborah Hersman to serve as a member of the Board as
a Class III Director, whose term will expire at the 2023 annual meeting of stockholders.
There are no disclosable
family relationships as required by Item 401(d) of Regulation S-K between Ms. Hersman and the Company or its control persons, and
there are no disclosable related person transactions between the Company and Ms. Hersman as required by Item 404(a) of Regulation
S-K.
In connection with
her appointment, Ms. Hersman entered into the Company’s standard form of indemnification agreement. Ms. Hersman will receive
the Company’s standard non-employee director compensation, which consists of an initial grant of $150,000 of restricted stock
units (“RSUs”) and an automatic annual grant of $150,000 of RSUs (measured based on the average closing price of the
Company’s common stock for the 30 days immediately prior to the annual meeting of stockholders) to non-employee directors
serving on the Board immediately after the annual meeting of stockholders, which restricted stock units will vest in full at the
following annual meeting of stockholders. In addition, non-employee Board members receive annual cash compensation of $45,000.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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VELODYNE LIDAR, INC.
|
|
|
|
DATE: March 17, 2021
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By:
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/s/ Michael Vella
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|
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Michael Vella
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|
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General Counsel
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 2, 2021
VELODYNE
LIDAR, INC.
(Exact name of registrant as specified
in its charter)
Delaware
|
001-38703
|
83-1138508
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
5521 Hellyer Avenue
|
|
San Jose, California
|
95138
|
(Address of principal executive offices)
|
(zip code)
|
Registrant’s telephone number, including
area code: (669) 275-2251
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading symbol
|
|
Name of each exchange
on which registered
|
Common Stock, $0.0001 par value
|
|
VLDR
|
|
The Nasdaq Stock Market LLC
|
Warrants, each exercisable for three-quarters of one share of common stock
|
|
VLDRW
|
|
The Nasdaq Stock Market LLC
|
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or
Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
|
As required under Form
8-K Item 5.02, Velodyne Lidar, Inc. (the “Company”) is filing as Exhibit 17.1 to this report a letter that was delivered
from David Hall to the Company’s Board of Directors on March 9, 2021 regarding his voluntary resignation. The Company strongly
believes David Hall’s letter contains a number of false accusations, misstatements and inaccuracies, and disagrees with its
assertions.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
Exhibit No.
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|
Description
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17.1
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Letter dated March 9, 2021
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104
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Cover Page Interactive Data File (formatted as Inline XBRL).
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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VELODYNE LIDAR, INC.
|
|
|
|
DATE: March 11, 2021
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By:
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/s/ Michael Vella
|
|
|
Michael Vella
|
|
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General Counsel
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Exhibit 17.1
March 9, 2021
Velodyne Lidar, Inc.
5521 Hellyer Avenue
San Jose, CA 95138
Attn: Board of Directors
Dear Velodyne Lidar Board of Directors
(the “Board”):
I am writing to you today to directly refute
the statements regarding my resignation from the Board included in Velodyne Lidar’s (the “Company”) recent Form
8-K filing. These statements do not accurately depict why I resigned and instead focus on the Company’s decision to publicly
censure Marta Hall and I based on unfounded claims which we strongly refute.
To be completely clear: I chose to resign
from the Board because I had numerous concerns about the strategic direction and current leadership of Velodyne Lidar.
As the founder and former Chief Executive
Officer of Velodyne Lidar, I oversaw years of growth and success that ultimately laid the groundwork for the Company to go public
via a merger with a special purpose acquisition company (“SPAC”) in 2020. Despite serving as the Executive Chairman
of the Board following Velodyne Lidar’s successful SPAC merger, it became quickly apparent to me that Jim Graf and Michael
Dee – joint founders of the SPAC – wanted to curtail my involvement in the quality and selection of products being
developed, the contracts negotiated and integrity of the Company’s business moving forward. These actions, in my view, emboldened
Chief Executive Officer Anand Gopalan to disregard my views.
I firmly believe that the Board has fostered
an anti-stockholder culture and that Velodyne Lidar’s corporate governance is broken. Perhaps most unsettling was the Board’s
decision to rubberstamp an increased compensation package for Mr. Gopalan despite the Company releasing weak Q4 2020 earnings and
missing year end forecasts.
The Board also recently attempted to manipulate
the Company’s corporate machinery by transitioning Christopher Thomas from a Class I director to a Class II director in an
apparent move to avoid having him stand for re-election against my nomination of Eric Singer, a highly-qualified director candidate
with significant public board experience.
As a whole, I believe the status quo in
Velodyne Lidar’s boardroom is unacceptable. The Board lacks prior public company experience, seems to prioritize its own
self-interests over stockholders and has overseen the destruction of significant stockholder value.
It was in light of these serious concerns
– as well as the Board’s complete disregard for my decades of experience and input – that made me come to the
difficult decision of submitting my resignation last week. Unfortunately, the Board as currently constituted appears to have no
respect for the principles, values and culture that I spent years building at Velodyne Lidar. My wife, Marta Hall, will remain
on the Board and continue to perform her fiduciary duties to best serve all Velodyne Lidar stockholders.
Sincerely,
David Hall
Founder of Velodyne Lidar, Inc.
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