Form 8-K - Current report

false 0001692376 0001692376 2024-12-12 2024-12-12

 

 

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): December 12, 2024

 

 

Velocity Financial, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware		001-39183		46-0659719
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

2945 Townsgate Road, Suite 110
Westlake Village, California		91361
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: [phone]

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

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:

 

☐	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(s)		Name of each exchange on which registered
Common stock, par value $0.01 per share		VEL		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

 

 

 

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Item 8.01

Other Events

On December 12, 2024, Velocity Financial, Inc. (the “Company”), entered into separate Amendment No. 1 (the “Amendments”) to the Equity Distribution Agreements, each dated as of May 3, 2024, by and between the Company, on the one hand, and each of BTIG, LLC and Virtu Americas LLC (each, a “Placement Agent” and collectively, the “Placement Agents”), on the other hand (each agreement, as may be amended, supplemented or restated from time to time, the “Equity Distribution Agreement”). The Amendments were entered solely to update the reference in the fourth paragraph of Section 1 of the Equity Distribution Agreements to a registration statement on Form S-3, as amended with File No. 333-258971, by amending and replacing the text “(File No. 333-258971)” with the text “(File No. 333-283513).”

The Amendments did not change the maximum aggregate offering amount of shares of the Company’s common stock, par value $0.01 per share, that may be sold pursuant to the Equity Distribution Agreements, which remains at $50,000,000, including shares of the Company’s common stock that have previously been sold under the Equity Distribution Agreements.

The legal opinion of Simpson Thacher & Bartlett LLP relating to the shares of common stock being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.

 

Item 9.01

Exhibits.

 

Exhibit Number		Description
5.1		Opinion of Simpson Thacher & Bartlett LLP
23.1		Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 thereunto duly authorized.

 

						Velocity Financial, Inc.
Date: December 13, 2024						/s/ Roland T. Kelly
						Roland T. Kelly
						Chief Legal Officer and General Counsel

Exhibit 5.1

Simpson Thacher & Bartlett LLP

2475 HANOVER STREET

PALO ALTO, CA 94304

 

 

TELEPHONE: [phone]

FACSIMILE: [phone]

 

Direct Dial Number		E-mail Address

December 12, 2024

Velocity Financial, Inc.

2945 Townsgate Road, Suite 110

Westlake Village, California 91361

Ladies and Gentlemen:

We have acted as counsel to Velocity Financial, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (File No. 333-283513) (as amended through the date hereof, the “Registration Statement”), initially filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the sale from time to time by the Company of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”). This opinion relates to the sale by Company of shares of Common Stock (the “Securities”) having an aggregate offering price to the public of up to $49,487,069, pursuant to those certain Equity Distribution Agreements, each dated May 3, 2024, each as amended by Amendment No. 1 thereto, each dated December 12, 2024 (such agreements, as amended, the “Equity Distribution Agreements”), by and between the Company and the several placement agents named therein.

BEIJING BOSTON BRUSSELS HONG KONG HOUSTON LONDON LOS ANGELES NEW  YORK SÃO PAULO TOKYO WASHINGTON, D.C.

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Velocity Financial, Inc.		-2-		December 12, 2024

 

We have examined the Registration Statement; the prospectus, dated December 10, 2024 (the “Base Prospectus”), as supplemented by the prospectus supplement dated December 12, 2024 relating to the Securities (together with the Base Prospectus, the “Prospectus”), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Commission under the Securities Act; and the Equity Distribution Agreements. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and such other instruments and certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that, with respect to the issuance of any shares of Common Stock, the amount of valid consideration paid in respect of such shares will equal or exceed the par value of such shares.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that, when the Securities have been issued and delivered against payment therefor in accordance with the terms of the Equity Distribution Agreements, the Securities will be validly issued, fully paid and nonassessable.

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Velocity Financial, Inc.		-3-		December 12, 2024

 

In rendering the foregoing opinion, we have assumed that upon the issuance of any of the Securities, (i) the Board of Directors of the Company (or any committee thereof acting pursuant to authority properly delegated to such committee) has not taken any action to rescind or otherwise amend its prior authorization of the reserving and issuance of the Securities, (ii) the Securities will not be sold at a price per share below that authorized by the Board of Directors of the Company, (iii) the aggregate sales price of the Securities will not exceed the aggregate sales price authorized by the Board of Directors of the Company during the applicable period and (iv) the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Restated Certificate of Incorporation.

We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus constituting part of the Registration Statement.

 

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

Document and Entity Information	Dec. 12, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001692376
Document Type	8-K
Document Period End Date	Dec. 12, 2024
Entity Registrant Name	Velocity Financial, Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-39183
Entity Tax Identification Number	46-0659719
Entity Address, Address Line One	2945 Townsgate Road
Entity Address, Address Line Two	Suite 110
Entity Address, City or Town	Westlake Village
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91361
City Area Code	(818)
Local Phone Number	532-3700
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common stock, par value $0.01 per share
Trading Symbol	VEL
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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