UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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) | |
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 | ||||||