As filed with the Securities and Exchange Commission on January 31, 20223, 2024

Registration No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

 

 

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Veritone, Inc.VERITONE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 47-1161641

(State or other jurisdiction of


incorporation or organization)

 

(I.R.S. Employer


Identification Number)

2420 17th St., Office 30021615 Platte Street, 2nd Floor

Denver, Colorado 80202

Tel: (888) 507-1737

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)offices)

 

 

ChadRyan Steelberg

Chief Executive Officer

Veritone, Inc.

2420 17th St., Office 30021615 Platte Street, 2nd Floor

Denver, Colorado 80202

Tel: (888) 507-1737

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Michael L. Zemetra

Chief Financial Officer

Craig Gatarz

Chief Legal Officer

Veritone, Inc.

2420 17th St., Office 30021615 Platte Street, 2nd Floor

Denver, Colorado 80202

Tel: (888) 507-1737

 

Michael A. HedgeJohn-Paul Motley

Jason C. DreibelbisLogan Tiari

K&L GatesCooley LLP

1 Park Plaza, Twelfth355 South Grand Avenue, 9th Floor

Irvine,Los Angeles, California 9261490071

(949)Telephone: (213) 253-0900561-3204

 

 

From time to time after the effective date of this Registration Statement

(Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.public)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to ruleRule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐  Accelerated filer Accelerated Filer☐☒
Non-accelerated filer ☐Smaller reporting company☒
   

Smaller reporting company

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 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of

Securities to be Registered

 

Amount

to be

Registered(1)(2)

 

Proposed

Maximum

Aggregate Offering

Price Per Unit(2)(3)

 

Proposed

Maximum

Aggregate

Offering Price(2)(3)

 

Amount of

Registration Fee(3)

Common Stock, par value of $0.001 per share

 2,760,188 $13.74 $37,924,983.12 $3,515.65

 

 

(1)

The Registrant is hereby registering for resale: (a) 1,704,823 shares of its outstanding common stock (the “Initial PandoLogic Shares”) issued to the selling stockholders on September 14, 2021 pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 21, 2021 (the “PandoLogic Merger Agreement”), by and among the Registrant, PandoLogic Ltd., a company incorporated under the laws of the State of Israel (“PandoLogic”), Melisandra Ltd., a company incorporated under the laws of the State of Israel and a wholly-owned subsidiary of the Registrant, and Shareholder Representative Services, LLC, a Colorado limited liability company, in connection with the closing of the merger transaction contemplated by the PandoLogic Merger Agreement, and (b) up to 1,055,365 additional shares of its common stock (the “Additional PandoLogic Shares”) that may be issued to the selling stockholders pursuant to the PandoLogic Merger Agreement if PandoLogic achieves certain revenue milestones in the 2021 and 2022 fiscal years, assuming the full achievement of all revenue milestones set forth in the PandoLogic Merger Agreement. The Additional PandoLogic Shares have not been earned and are not currently outstanding. The actual number of Additional PandoLogic Shares issued to the selling stockholders could be materially less than 1,055,365 shares of common stock depending on whether and to what extent the applicable revenue milestones are achieved. This presentation is not intended to constitute an indication or prediction of whether any such revenue milestones will be achieved.

(2)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the shares being registered hereunder include an indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(3)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act, based upon the average of the high and low prices of the Registrant’s common stock as reported on The Nasdaq Global Market on January 28, 2022.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offeroffers to buy these securities in any statejurisdiction where thesuch offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED JANUARY 31, 20223, 2024

PROSPECTUS

 

LOGO

2,760,188LOGO

Veritone, Inc.

3,008,540 Shares of Common Stock offered by Selling Stockholders

This prospectus relates to the possible resale fromFrom time to time, of up to 2,760,188 shares of our common stock, par value $0.001 per share, which are held by the selling stockholders identified in this prospectus.prospectus may offer and sell up to 3,008,540 shares of our common stock issuable upon the exercise of warrants held by such selling stockholders to purchase up to 3,008,540 shares of common stock from us at a price per share of $2.576 (the “Warrants”). The selling stockholders acquired the Warrants in private placement transactions. We are registering the offer and sale of the shares of common stock by the selling stockholders to satisfy registration rights that we granted to the selling stockholders. The registration of these shares of our common stock does not necessarily mean that any of our common stock will be sold by the selling stockholders. We will not receive any proceeds from the sale of any shares offered by this prospectus.

The selling stockholders acquired these shares in connection with our acquisition of PandoLogic Ltd., a company incorporated under the laws of the State of Israel, or PandoLogic, pursuant to that certain Agreement and Plan of Merger, dated as of July 21, 2021, or the PandoLogic Merger Agreement, by and among us, PandoLogic, Melisandra Ltd., a company incorporated under the laws of the State of Israel and a wholly-owned subsidiary of us, and Shareholder Representative Services, LLC, a Colorado limited liability company.

The numberresale of shares of common stock, being registered hereunder is comprised of (i) 1,704,823 shares of our outstanding common stock, or the Initial PandoLogic Shares, issuedfrom time to time, by the selling stockholders, on September 14, 2021 pursuantbut we have agreed to pay certain of the expenses incidental to the termsregistration, offering and sale of the PandoLogic Merger Agreement in connection with the closing of the merger transaction contemplated by the PandoLogic Merger Agreement, and (ii) up to 1,055,365 additional shares of our common stock or the Additional PandoLogic Shares, that may be issued toby the selling stockholders, pursuantexcept that we will not bear any brokerage commissions, transfer taxes or underwriting commissions and discounts relating to the PandoLogic Merger Agreement if PandoLogic achieves certain revenue milestones in the 2021 and 2022 fiscal years, assuming the full achievement of all revenue milestones set forth in the PandoLogic Merger Agreement. The Additional PandoLogic Shares have not been earned and are not currently outstanding. The actual number of Additional PandoLogic Shares issued to the selling stockholders could be materially less than 1,055,365 shares of common stock depending on whether and to what extent the applicable revenue milestones are achieved. This presentation is not intended to constitute an indication or prediction of whether any such revenue milestones will be achieved.

The registrationsale of shares of our common stock covered by thisthe selling stockholders.

This prospectus does not mean thatprovides a description of the common stock and how the selling stockholders will offer ormay sell any of such shares of our common stock. The selling stockholders may resell or dispose of the shares of our common stock, or interests therein, at fixed prices, at prevailing market prices at the time of sale or at prices negotiated with purchasers, to or through one or more underwriters, dealers or agents, or through any other means described in this prospectus under “Plan of Distribution” beginning on page 19 of this prospectus. The selling stockholders will bear all commissions and discounts, if any, attributable to the sale or disposition of the shares of common stock covered by this prospectus in the section entitled “Plan of Distribution.” When the selling stockholders sell common stock under this prospectus, we, or interests therein. Weparties acting on our behalf, will, bear all costs, expensesif required, provide a prospectus supplement and/or free writing prospectus that will contain specific information about the terms of that offering. The applicable prospectus supplement and/or free writing prospectus may also add, update or change information contained in this prospectus. If the information varies between this prospectus and feesthe accompanying prospectus supplement or free writing prospectus, you should rely on the information in connectionthe prospectus supplement or free writing prospectus. You should carefully read this prospectus and any prospectus supplement and free writing prospectus accompanying this prospectus, together with the registration of the shares ofany documents incorporated by reference herein or therein, before you invest in our common stock.

Our common stock is listedtraded on The NASDAQ Globalthe Nasdaq Stock Market or Nasdaq,LLC under the symbol “VERI.” On January 28, 2022,2, 2024, the last reported salesales price of our common stock on the Nasdaq Global Market was $14.41$1.82 per share.

We are an “emerging growth company” under the federal securities laws and, as such, are subject to reduced public company reporting requirements.

Investing in theseour securities involves a high degree of risk. SeeYou should review carefully the risks and uncertainties described under the heading “Risk Factors” on page 53 of this prospectus andas well as those contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference herein for a discussion of the factors you should carefully consider before deciding to invest in our securities.into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                , 20222024

TABLE OF CONTENTS

 

About This ProspectusABOUT THIS PROSPECTUS

ii

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

iv

PROSPECTUS SUMMARY

   1 

Prospectus SummaryTHIS OFFERING

   2 

The OfferingRISK FACTORS

   43 

Risk FactorsUSE OF PROCEEDS

   5 

Cautionary Note Regarding Forward-Looking StatementsSELLING STOCKHOLDERS

   6 

Use of ProceedsCERTAIN RELATIONSHIPS WITH THE SELLING STOCKHOLDERS

   79 

Selling StockholdersPLAN OF DISTRIBUTION

   810 

Description of Capital StockLEGAL MATTERS

   12 

Plan of DistributionEXPERTS

   1912 

Legal MattersINCORPORATION OF CERTAIN INFORMATION BY REFERENCE

   2112 

ExpertsWHERE YOU CAN FIND MORE INFORMATION

   21

Where You Can Find More Information

21

Incorporation of Certain Information by Reference

2113 

i

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), utilizing a “shelf” registration or continuous offering process. Under this shelf registration process, the selling stockholders may, from time to time, sell up to 3,008,540 shares of common stock, at prices and on terms to be determined by market conditions at the time of the offering.

This prospectus provides you with a general description of the common stock and how the selling stockholders may sell the shares of common stock covered by this prospectus. When the selling stockholders sell common stock pursuant to the registration statement of which this prospectus forms a part, we, or parties acting on our behalf, will, if required, provide a prospectus supplement and/or free writing prospectus that will contain specific information about the terms of that offering. The applicable prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus. If the information varies between this prospectus and the accompanying prospectus supplement or free writing prospectus, you should rely on the information in the prospectus supplement or free writing prospectus.

You should rely only on the information contained in or incorporated by reference intoin this prospectus, orany prospectus supplement and any free writing prospectusesprospectus prepared by or on behalf of us or to which we have referred you. We have not authorized anyone, including the selling stockholders, to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and can provide no assurance as to the reliability of, any person toother information that others may give you.

Before purchasing any common stock, you should carefully read this prospectus, any prospectus supplement and any free writing prospectus, together with the additional information or to make any representations other than thosedescribed under the heading “Incorporation by Reference.” You should assume that the information contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any free writing prospectuses preparedprospectus is accurate only as of the date on its respective cover, and that any information incorporated by or on behalfreference is accurate only as of us or to whichthe date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have referred you, and, if given or made, you must not rely upon the information or representations as having been authorized.changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries contained herein are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described under the heading “Where You Can Find More Information.”

This prospectus and any accompanyingapplicable prospectus supplement and anyor free writing prospectuses prepared by or on behalf of us or to which we have referred you,prospectus do not constitute an offer to sell or the solicitation of an offer to buy securities,any common stock other than the shares of common stock to which they relate. Neither we nor do this prospectus or any accompanying supplement to this prospectus constitute an offerthe selling stockholder are making offers to sell or the solicitation of an offer to buy securitiesany common stock in any jurisdiction in which an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to any persondo so or to anyone to whom it is unlawful to make suchan offer or solicitation. The information contained

No action is being taken in any jurisdiction outside the United States to permit a public offering of the common stock or possession or distribution of this prospectus any accompanying prospectus supplement, and any free writing prospectuses prepared by or on behalfin that jurisdiction. Persons who come into possession of us or to which we have referred you, speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects even though this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any accompanying prospectus supplement,restrictions as to this offering and any free writing prospectuses prepared by or on behalfthe distribution of us or to which we have referred you, is delivered or securities are sold on a later date.

ABOUT THIS PROSPECTUS

We will not receive any proceeds from the sale of any shares offered by this prospectus. This prospectus does not contain all of the information included in the registration statement. Before making an investment decision, it is important for you to read and consider the information contained in this prospectus any accompanying prospectus supplement, and any free writing prospectuses prepared by or on behalf of us orapplicable to which we have referred you, together with the additional information described under the heading “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” below.that jurisdiction.

This prospectus includes and incorporates by reference, references to our trademarks, trade names and service marks, such as Veritone®, Veritone One™ and aiWARE™, which are protected under applicable intellectual property laws and are our property. This prospectus also contains and incorporates by reference, references to trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to inIn this prospectus, or any document incorporated by reference, may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

Unless otherwise indicated herein, references in this prospectus to “Veritone,” the “Company,” the “registrant,” “we,” “us”“our,” and “our”“us,” refer to Veritone, Inc., a Delaware corporation, togethercollectively with our consolidated subsidiaries. The phrase “this prospectus” refers to this prospectus and any applicable prospectus supplement, unless the context requires otherwise. All references to “common stock” in this prospectus refer to shares of common stock of Veritone, Inc., par value $0.001 per share.

ii

PROSPECTUS SUMMARY

This summary highlights certain information aboutThroughout this offering and selected information contained elsewhere in or incorporated by reference into this prospectus. This summary is not complete and does not contain all ofprospectus, when we refer to the information that you should consider before deciding whether to invest in shares of our common stock. You should readstock being registered on behalf of the selling stockholders for offer and resale, we are referring to the shares of common stock that have been, or may be, issued to the selling stockholders upon the exercise of the Warrants. When we refer to the selling stockholders in this entire prospectus, carefully, includingwe are referring to the “Risk Factors” section containedselling stockholders identified in this prospectus and, theas applicable, their permitted transferees or other documents incorporated by reference into this prospectus.

Overview

We are a provider of artificial intelligence, or AI, computing solutions. Our proprietary AI operating system, aiWARETM, uses machine learning algorithms, or AI models, together with a suite of powerful applications, to reveal valuable insights from vast amounts of structured and unstructured data. The platform offers capabilitiessuccessors-in-interest that mimic human cognitive functions such as perception, prediction and problem solving, enabling users to quickly, efficiently and cost effectively transform unstructured data into structured data, and analyze and optimize data to drive business processes and insights. aiWARE is based on an open architecture that enables new AI models, applications and workflows tomay be added quickly and efficiently, resultingidentified in a future-proof, scalable and evolving solution that can be leveraged by organizations across a broad range of business sectors, serving commercial enterprises as well as government and regulated industries.

We also offer cloud-native digital content management solutions and content licensing services, primarilysupplement to customers in the media and entertainment market. These offerings leverage our aiWARE technologies, providing customers with unique capabilities to enrich and drive expanded revenue opportunities from their content.

In addition, we operate a full-service advertising agency that leverages our aiWARE technologies to provide differentiated managed services to its clients. Our advertising services include media planning and strategy, advertisement buying and placement, campaign messaging, clearance verification and attribution, and custom analytics, specializing in host-endorsed and influencer advertising across primarily radio, podcasting, streaming audio, social media and other digital media channels. Our advertising services also include its VeriAdsTM Network, which is comprised of programs that enable broadcasters, podcasters and social media influencers to generate incremental advertising revenue.

On September 14, 2021, we acquired 100% of PandoLogic, Ltd. a company incorporated under the laws of the State of Israel, or PandoLogic, pursuant to that certain Agreement and Plan of Merger, dated as of July 21, 2021, or the PandoLogic Merger Agreement, by and among us, PandoLogic, Melisandra Ltd., a company incorporated under the laws of the State of Israel and a wholly-owned subsidiary of us, and Shareholder Representative Services, LLC, a Colorado limited liability company. PandoLogic is a leading provider of intelligent hiring solutions and utilizes its proprietary platform to accelerate the time and improve the efficiency in the process for employers hiring at scale for both mass market and difficult-to-source candidates. PandoLogic’s fully autonomous recruiting platform helps employers source talent faster and more efficiently with predictive algorithms, machine learning and AI.

We manage our organization through two distinct customer-focused groups: Commercial Enterprise and Government & Regulated Industries.

•

Commercial Enterprise consists of customers in the commercial sector, including our media and entertainment customers, advertising customers, content licensing customers and customers through PandoLogic that are not from government or regulated industries.

•

Government and Regulated Industries, or GRI, consists of customers in the government and regulated industries sectors, including our state, local and federal government, legal, compliance and energy customers.

Across Commercial Enterprise and GRI, we separate revenue into two categories: Software Products and Services and Managed Services.

•

Software Products and Services consists of revenues generated from our aiWARE platform and through PandoLogic’s software product solutions, any related support and maintenance services, and any related professional services associated with the deployment and/or implementation of such solutions.

•

Managed Services consist of revenues generated from our advertising agency and related services and content licensing services.

For additional information about our company, please refer to other documents we have filed with the Securities and Exchange Commission, or SEC, and that are incorporated by reference into this prospectus as listed under the heading “Incorporation of Certain Information by Reference.”

Implications of Being an Emerging Growth Company

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or, the JOBS Act, and are eligibleif required, a post-effective amendment to take advantage of certain exemptions from various reporting requirements and may be relieved of other significant requirements that are otherwise generally applicable to other public companies that are not emerging growth companies. We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company on December 31, 2022, or earlier if we have more than $1.07 billion in annual revenue, we are deemed to be a large accelerated filer under the rules of the SEC, or we issue more than $1.0 billion of non-convertible debt over a three-year period. We have taken advantage of certain reduced reporting burdens in the registration statement of which this prospectus is a part, as well as in documents incorporated by reference into this prospectus and any accompanying prospectus supplement, and we may elect to take advantage of some or all of the reduced reporting requirements in our future filings. As a result, the information contained herein and that we provide to our stockholders in the future may be different than the information you receive from other public companies in which you hold stock.

Company Information

We were incorporated as a Delaware corporation on June 13, 2014 under the name Veritone Delaware, Inc., and changed our name to Veritone, Inc. on July 15, 2014. Our corporate headquarters are located at 2420 17th Street, Office 3002, Denver, Colorado 80202. Our telephone number is (888) 507-1737. Our principal website address is www.veritone.com. The information contained on our website is not a part of, and should not be construed as being incorporated by reference into, this prospectus.

THE OFFERINGpart.

 

Shares of common stock offered by selling stockholders(1)

iii

2,760,188

Use of Proceeds

We will not receive any proceeds from the sale of our common stock offered by the selling stockholders under this prospectus. See “Use of Proceeds” beginning on page 7 of this prospectus.

Risk Factors

See “Risk Factors” beginning on page 5 of this prospectus and in the documents incorporated by reference herein for a discussion of factors you should consider carefully before investing in our common stock.

Nasdaq Symbol

“VERI”

(1)

The number of shares of common stock being registered hereunder is comprised of (i) 1,704,823 shares of our outstanding common stock, or the Initial PandoLogic Shares, issued to the selling stockholders on September 14, 2021 pursuant to the terms of the PandoLogic Merger Agreement in connection with the closing of the merger transaction contemplated by the PandoLogic Merger Agreement, and (ii) up to 1,055,365 additional shares of our common stock, or the Additional PandoLogic Shares, that may be issued to the selling stockholders pursuant to the PandoLogic Merger Agreement if PandoLogic achieves certain revenue milestones in the 2021 and 2022 fiscal years, assuming the full achievement of all revenue milestones set forth in the PandoLogic Merger Agreement. The Additional PandoLogic Shares have not been earned and are not currently outstanding. The actual number of Additional PandoLogic Shares issued to the selling stockholders could be materially less than 1,055,365 shares of common stock depending on whether and to what extent the applicable revenue milestones are achieved. This presentation is not intended to constitute an indication or prediction of whether any such revenue milestones will be achieved.

RISK FACTORS

Investing in our common stock involves significant risks. Before deciding whether to invest in our common stock, you should consider carefully the risks, uncertainties and assumptions described in this prospectus and any accompanying prospectus supplement, including the risk factors set forth in our filings with the SEC that are incorporated by reference herein and therein, including the risk factors in our most recent Annual Report on Form 10-K, as revised or supplemented by our Quarterly Reports on Form 10-Q, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. If any of these risks actually occurs, our business, business prospects, financial condition or results of operations could be seriously harmed. Please also read carefully the section below entitled “Cautionary Note Regarding Forward-Looking Statements.”

CAUTIONARYSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, contains or incorporates certainany applicable prospectus supplement and the information incorporated by reference in this prospectus and any prospectus supplement contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended or the Securities Act,(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended or the Exchange Act,(the “Exchange Act”), and we intend that such forward-looking statements be subject to the safe harbors created thereby. For this purpose, anyAll statements made or incorporated in this prospectus, any prospectus supplement and the information incorporated by reference in this prospectus and any prospectus supplement, that are not statements of historical or current facts may be deemed to befact are forward-looking statements. Without limiting the generality of the foregoing, words such as “anticipates,” “believes,” “seeks,” “estimates,” “expects,” “intends,” “continue,” “can,” “may,” “plans,” “potential,” “projects,” “should,” “could,” “will,” “would” or similar expressions and the negatives of those expressions are intended tomay identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements include, but are not limited to, any statements that refer to projections of our future financial condition and results of operations, capital needs and financing plans, competitive position, industry environment, potential growth and market opportunities, acquisition plans and strategies, compensation plans, governance structure and policies and/or the price of our common stock.

The forward-looking statements included herein represent our management’s current expectations and assumptions based on information available as of the date of this prospectus.report. These statements involve numerous known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may cause or contribute to such differences include, but are not limited to:

our ability to expand our aiWARE SaaS business;

declines or limited growth in the market for AI-based software applications and concerns over the use of AI that may hinder the adoption of AI technologies;

our ability to obtain capital to support our business growth, and the availability of such capital on acceptable terms, if at all;

our reliance upon a limited number of key customers for a significant portion of our revenue, including declines in key customers’ usage of our products and other offerings;

our ability to realize the intended benefits of our acquisitions and divestitures, including our ability to successfully integrate our recent acquisition of (i) 100% of the issued and outstanding share capital of (a) Broadbean Technology Pty Ltd I 116 011 959 / ABN 79 116 011 959, a limited company incorporated under the laws of Australia, (b) Broadbean Technology Limited, a limited company incorporated under the laws of England and Wales, (c) Broadbean, Inc., a Delaware corporation and (d) CareerBuilder France S.A.R.L., a limited liability company organized (société à responsabilité limitée) under the laws of France, and (ii) certain assets and liabilities related thereto (the foregoing clauses (i) and (ii) together, “Broadbean”);

our identification of existing material weaknesses in our internal control over financial reporting;

fluctuations in our results over time;

the impact of seasonality on our business;

our ability to manage our growth, including through acquisitions and our further expansion into international markets;

our ability to enhance our existing products and introduce new products that achieve market acceptance and keep pace with technological developments;

actions by our competitors, partners and others that may block us from using the technology in our aiWARE platform, offering it for free to the public or making it cost prohibitive to continue to incorporate their technologies into our platform;

iv

interruptions, performance problems or security issues with our technology and infrastructure, or that of our third-party service providers;

the impact of the continuing economic disruption caused by macroeconomic and geopolitical factors, including the COVID-19 pandemic, the Russia-Ukraine conflict and related sanctions, the war in Israel, financial instability, inflation rates and the responses by central banking authorities to control inflation, monetary supply shifts and the threat of recession in the United States and around the world on our business operations and those of our existing and potential customers; and

any additional factors discussed in more detail in Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of Part I, and Item 1A (Risk Factors) of Part II, of our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, and in Item 1 (Business) and Item 1A (Risk Factors) of Part I of our Annual Report on Form 10-K for the year ended December 31, 2020. Readers should carefully review these risks,2022, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, this prospectus, any prospectus supplement and the information incorporated by reference in this prospectus and any prospectus supplement, as well as the additional risks described in other documents we file from time to timeour future filings with the SEC.Securities and Exchange Commission (“SEC”).

All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations. You should read this prospectus, any prospectus supplement and the information incorporated by reference in this prospectus and any prospectus supplement completely and with the understanding that our actual future results may be materially different from what we expect. In light of the significant risks and uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person that such results will be achieved, and readers are cautioned not to place undue reliance on such forward-looking information, which speak only as of the date of this report.

Moreover, we operate in an evolving environment. New risks and uncertainties emerge from time to time and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual future results to be materially different from those expressed or implied by any forward-looking statements.

Except as required by law, we assume no obligation to update any forward-looking statements, publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. We qualify all of our forward-looking statements by these cautionary statements.

Investors

v

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus, and does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our securities discussed under the sections titled “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any related free writing prospectus, and under similar sections in the other documents that are cautioned notincorporated by reference into this prospectus. You should also carefully read the other information incorporated by reference into this prospectus, including our more detailed consolidated financial statements, notes to place undue reliance on such forward-lookingthe consolidated financial statements and the resultsexhibits to the registration statement of which this prospectus is a part.

VERITONE, INC.

Overview

We are a provider of artificial intelligence (“AI”) solutions, powered by our proprietary AI operating system, aiWARE™, to deliver differentiated products and solutions to our Commercial Enterprise and Government & Regulated Industries customers. Our Software Products & Services consist of revenues generated from Commercial Enterprise and Government & Regulated Industries customers using our aiWARE platform and hiring solutions, any related support and maintenance services, and any related professional services associated with the deployment and/or implementation of such solutions. Our Managed Services consist of revenues generated from Commercial Enterprise customers using our content licensing services, advertising agency, influencer management and related services.

We were incorporated as a Delaware corporation on June 13, 2014. Our corporate headquarters are located at 1615 Platte Street, 2nd Floor, Denver, Colorado 80202. Our telephone number is (888) 507-1737. Our principal website address is www.veritone.com. Information contained in, suchor accessible through, our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is only an inactive textual reference.

Our common stock has been listed on the Nasdaq Stock Market LLC under the symbol “VERI” since May 12, 2017.

Term Loan and Warrants

On December 13, 2023, Veritone, Inc. and certain of its subsidiaries, as guarantors, entered into a Credit and Guaranty Agreement (the “Credit Agreement”) with certain lenders and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent. The Credit Agreement provides for a $77.5 million senior secured term loan, which was fully drawn by us on closing of the term loan. The selling stockholders named in this prospectus are lenders under the Credit Agreement. At the closing of the term loan, Veritone, Inc. also issued Warrants to the lenders under the term loan to purchase up to 3,008,540 shares of our common stock. The Warrants are exercisable until December 12, 2028 at a price per share of $2.576. The number of shares issuable upon exercise of the Warrants and the exercise price may be adjusted for certain events, including stock dividends, stock splits, recapitalizations, and reclassifications. If we undergo a fundamental transaction (as defined in the Warrants) that is within our control and approved by our board of directors, then holders of the Warrants may require us to repurchase for cash the remaining unexercised Warrants at a price determined using a Black-Scholes option pricing model.

In connection with the issuance of the Warrants, we entered into a Registration Rights Agreement (as defined herein) with the warrant holders, pursuant to which we agreed to register for resale the shares of common stock issuable upon the exercise of the Warrants.

1

THIS OFFERING

Common stock offered by the selling stockholders

Up to 3,008,540 shares.

Terms of the offering

Each selling stockholder will determine when and how it will sell the common stock offered in this prospectus, as described in “Plan of Distribution.”

Use of proceeds

We will not receive any proceeds from the sale of common stock covered by this prospectus.

Risk factors

See “Risk Factors” beginning on page 3, for a discussion of factors you should carefully consider before deciding to invest in our common stock.

Nasdaq Stock Market LLC symbol

“VERI”

2

RISK FACTORS

Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks described in the sections entitled “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as filed with the SEC, which are incorporated herein by reference in their entirety, as well any amendment or updates to our risk factors reflected in subsequent filings with the SEC, including any applicable prospectus supplement. Our business, financial condition, results of operations or prospects could be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and you may lose all or part of your investment. This prospectus and the documents incorporated herein by reference also contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks mentioned elsewhere in this prospectus. For more information, see the section entitled “Where You Can Find Additional Information.” Please also read carefully the section entitled “Special Note Regarding Forward-Looking Statements.”

Risks Related to Our Indebtedness

The credit agreement governing our term loan contains restrictive covenants that may impair our ability to operate our business and access additional capital in the future.

The credit agreement governing our term loan contains various provisions that limit our ability to, among other things, incur, create or assume certain indebtedness; create, incur or assume certain liens; make certain investments; make sales, transfers and dispositions of certain property; undergo certain fundamental changes, including certain mergers, liquidations and consolidations; repay certain indebtedness, including our existing convertible notes; and declare or make certain dividends and distributions. We are also required to maintain unrestricted cash and cash equivalents of at least $15.0 million at all times. These covenants may affect our ability to operate and finance our business as we deem appropriate. If we are unable to meet our obligations as they become due or to comply with various covenants contained in our credit agreement governing the term loan or any agreement governing future indebtedness, it could constitute an event of default under the instruments governing our indebtedness.

If there were an event of default under the credit agreement governing our term loan or instruments governing any other indebtedness, the holders of the affected indebtedness could declare all of that indebtedness immediately due and payable, which, in turn, could cause the acceleration of the maturity of all of our other indebtedness. We may not have sufficient funds available, or we may not have access to sufficient capital from other sources, to repay any accelerated debt. Even if we could obtain additional financing, the terms of the financing may not be achieved. Althoughfavorable to us. In addition, substantially all of our assets are subject to liens securing our term loan. If amounts outstanding under our term loans were accelerated, our lenders could foreclose on these liens and we could lose substantially all of our assets, which could force us into bankruptcy or liquidation. Any event of default under the instruments governing our indebtedness could have a material adverse effect on our business, financial condition and results of operations.

An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect our stock price.

Our term loan accrues interest at a rate of Term SOFR plus 8.50% per annum, with a 3.00% floor for Term SOFR. As a result, our interest obligations and related payments will vary with the movement of Term SOFR, and in the future, we may incur additional indebtedness that also has variable interest rate obligations. If interest rates increase, our variable rate debt obligations under our term loan will increase, as well interest costs for any new information,variable rate debt. This increased cost would reduce our earnings. Rising interest rates could also limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing.

3

Servicing our debt requires a significant amount of cash which could affect our ability to operate our business and pursue our business strategies, and we may not have sufficient cash flow from our operations to pay our substantial debt obligations.

We have a senior secured term loan with an aggregate principal amount of $77.5 million outstanding, maturing in December 2027, and convertible senior notes with an aggregate principal amount of $91.3 million outstanding, maturing in November 2026. Our ability to make scheduled payments of the principal of, to pay interest on and to refinance our indebtedness, including the term loan and the convertible senior notes, depends on our future events,performance, which is subject to economic, financial, competitive and other factors beyond our control. A portion of cash flow from operations may be dedicated to the payment of principal and interest on our debt, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities, acquisitions and other general corporate purposes. Our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our level of debt. Our business may not generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or risksmore alternatives, such as selling assets, restructuring our debt or obtaining additional equity capital on terms that may cause actual resultsbe onerous or highly dilutive. Our ability to differ materially from future results expressedrefinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or implied by such forward-looking statements, except as required by applicable law, we do not undertake and specifically disclaim any obligation to publicly update or reviseengage in these forward-looking statements whether as theactivities on desirable terms, which could result of new information, future events, or otherwise.in a default on our debt obligations.

4

USE OF PROCEEDS

We will not receive any of the proceeds from anythe sale or other disposition of the shares of our common stock offered by this prospectus. The selling stockholders will receive all of the proceeds from any sale of the shares of our common stock offered by this prospectus. For information about the selling stockholders, see “Selling Stockholders” on page 8 of this prospectus.

The selling stockholders will pay any underwriting discounts and commissions and expenses incurredheld by the selling stockholders pursuant to this prospectus. The Warrants may not be exercised for brokerage, accounting, tax or legal services orcash and, therefore, we will not receive any other expenses incurredcash proceeds from the exercise of the Warrants.

We will bear certain costs associated with the registration, offering and sale of the common stock by the selling stockholders in disposing ofaccordance with the shares. WeRegistration Rights Agreement between us and the selling stockholders. However, the selling stockholders will bear all other costs, feesany brokerage commissions, transfer taxes or underwriting commissions and expenses incurred in effecting the registrationdiscounts attributable to their sale of the shares of our common stock covered by this prospectus, including all registrationstock. For more information, see “Selling Stockholders” and filing fees and fees and expenses of our counsel and accountants.“Certain Relationships with the Selling Stockholders.”

5

SELLING STOCKHOLDERS

This prospectus relates to the sale or other disposition of (i) 1,704,823 Initial PandoLogic Shares previously issued to theThe selling stockholders on September 14, 2021 pursuantnamed below may offer, from time to time, up to an aggregate of 3,008,540 shares of our common stock issuable upon the termsexercise of the PandoLogic Merger Agreement in connection with the closing of the merger transaction contemplated by the PandoLogic Merger Agreement,Warrants, subject to adjustments for stock splits, stock dividends and (ii) up to 1,055,365 Additional PandoLogic Shares that may be issued to the selling stockholders pursuant to the PandoLogic Merger Agreement if PandoLogic achieves certain revenue milestones in the 2021 and 2022 fiscal years, assuming the full achievement of all revenue milestones set forth in the PandoLogic Merger Agreement. The Additional PandoLogic Shares have not been earned and are not currently outstanding. The actual number of Additional PandoLogic Shares issued to the selling stockholders could be materially less than 1,055,365 shares of common stock depending on whether and to what extent the applicable revenue milestones are achieved. This presentation is not intended to constitute an indication or prediction of whether any such revenue milestones will be achieved.reclassifications.

The following table below sets forth to our knowledge, information asthe names of the date of this prospectus for the selling stockholders and other information regarding the beneficial ownership of the shares of common stock held by the selling stockholders. The second column lists the number of shares and percentage of common stock beneficially owned by the selling stockholders as of January 26, 2022. The third column lists the maximum number of shares of common stock that may be sold or otherwise disposedheld as of December 28, 2023. Information in the table below with respect to beneficial ownership has been furnished by the selling stockholders pursuant to the registration statement of which this prospectus forms a part. The fourth column lists the number of shares and percentage of common stock beneficially owned by the selling stockholders upon completion of the offering contemplated hereby, assuming the sale of all shares of common stock that may be sold or otherwise disposed of by the selling stockholders pursuant to the registration statement of which this prospectus forms a part. Notwithstanding, the selling stockholders may sell or otherwise dispose of some, all or none of their shares.

Pursuant tostockholders. Beneficial ownership is determined in accordance with the rules and regulations of the SEC,SEC. These rules generally provide that a person is the beneficial ownership includes any sharesowner of common stock assecurities if they have or share the power to which a selling stockholder has solevote or shareddirect the voting powerthereof, or investment power and any shares of common stock thatto dispose or direct the selling stockholder hasdisposition thereof, or have the right to acquire such powers within 60 days of January 26, 2022. The percent of beneficial ownership fordays. All percentages in the selling stockholders isfollowing tables are based on 34,980,025a total of 37,129,698 shares of our common stock outstanding as of January 26, 2022. Except as describedDecember 28, 2023.

The selling stockholders named below tomay sell all, some or none of their shares of our knowledge, none ofcommon stock. In addition, the selling stockholders has been an officer or director of ours or of our affiliates withinnamed in the past three years or had any material relationship with us or our affiliates within the past three years. Our knowledge is based on information provided by the selling stockholders questionnaires in connection with the filing of this prospectus. The selling stockholderstable below may have contractual rights to require us to file the registration statement of which this prospectus is a part.

The shares of common stock being covered hereby may be sold, ortransferred, otherwise disposed of or purchased, or may sell, transfer, otherwise dispose of or purchase, at any time and from time to time, during the period the registration statementshares of which this prospectus is a part remains effective, by or for the account of the selling stockholders. After the date of effectiveness, the selling stockholders may have sold or transferred, in transactions covered by this prospectus orour common stock in transactions exempt from the registration requirements of the Securities Act some or in the open market after the date on which they provided the information set forth in the table below. We do not know if the selling stockholders named below actually will sell shares pursuant to this prospectus, or the number of shares that they will sell. For the purposes of the table below, we assume that the selling stockholders will sell all of their shares of our common stock. See the section entitled “Plan of Distribution” beginning on page 19 ofstock covered by this prospectus.

Information about theadditional selling stockholders, may change over time. Any changed informationif any, including their identities and the common stock to be registered on their behalf, will be set forth in ana prospectus supplement, in a post-effective amendment or in filings that we make with the SEC under the Exchange Act, which are incorporated by reference in this prospectus. Information concerning the selling stockholder may change from time to time. Any changes to the registration statement orinformation provided below will be set forth in a supplement to this prospectus, toin a post-effective amendment or in filings we make with the extent requiredSEC under the Exchange Act, which are incorporated by law.

reference into this prospectus if and when necessary.

   Shares of Common Stock
Beneficially Owned
Prior to Offering		  Number of
Shares
of Common
Stock Being
Offered		   Shares of Common
Stock
Beneficially
Owned
Upon Completion of this
Offering(1)		 

Name of Selling Stockholder

  Number   Percentage   Number   Percentage 

Robert D. Symonds(2)

   1,571    *   1,571    —      —   

Itai Benosh(3)

   2,759    *   2,759    —      —   

Ray Bixler(4)

   24,940    *   24,940    —      —   

Dean Salomon(5)

   333    *   333    —      —   

David Mekelburg(6)

   1,379    *   1,379    —      —   

Whitman Walker(7)

   2,389    *   2,389    —      —   

Richard M. and Cheryl R. Rhodes(8)

   1,340    *   1,340    —      —   

Israel Industrial Resources LLC(9)

   32,543    *   32,543    —      —   

Christopher R. Atkins(10)

   22,355    *   22,355    —      —   

TZG Investment LP(11)

   2,681    *   2,681    —      —   

Jonathan B. Bulkeley(12)

   162,067    *   162,067    —      —   

Viola Ventures III, L.P.(13)

   1,065,916    3.0%   1,065,916    —      —   

Jane Ochsman Rowny(14)

   333    *   333    —      —   

Kreos Capital IV (Expert Fund) Limited(15)

   44,502    *   44,502    —      —   

Peter Harrison(16)

   32,228    *   32,228    —      —   

Avi Balali(17)

   638    *   638    —      —   

Sean Fitzgerald(18)

   281    *   281    —      —   

Edison VII AF, L.P.(19)

   1,148,968    3.3%   1,148,968    —      —   

Orix Finance Equity Investors, LP(20)

   212,632    *   212,632    —      —   

Ruben Carolyn Wallert(21)

   333    *   333    —      —   

   Beneficial
Ownership Before
Resale		      Beneficial
Ownership After
Resale		 
   Common Stock      Common Stock 

Name of Selling Stockholder (1)

  Number of
Shares		   Percentage
of Shares		  Number of
Shares
Offered		   Number of
Shares		   Percentage
of Shares		 

Blackwell Partners, LLC_Series B (2)

   57,531    *   57,531    —      * 

Context Partners Master Fund, L.P. (3)

   661,879    1.75%   661,879    —      * 

Entities affiliated with Highbridge Capital Management, LLC (4)

   1,203,416    3.14%   1,203,416    —      * 

KASAD 2, L.P. (5)

   192,740    *   192,740    —      * 

Riverview Group LLC (6)

   172,103    *   150,427    21,676    * 

Silverback Convertible Master Fund Limited (7)

   40,373    *   40,373    —      * 

Silverback Opportunistic Credit Master Fund Limited (8)

   34,278    *   34,278    —      * 

Tenor Opportunity Master Fund Ltd. (9)

   348,991    *   348,991    —      * 

Entities affiliated with Whitebox Advisors LLC (10)

   318,905    *   318,905    —      * 

 

*

Less than 1%1.0%.

(1)

Assumes thatWe are registering the selling stockholders will sell alloffer and sale of the shares of common stock registered under this prospectus directly held by suchthe selling stockholders to satisfy registration rights we granted to the selling stockholders. See “Certain Relationships with the Selling

6

Stockholders” for further information regarding certain relationships and transactions between us and the selling stockholders.
(2)

Includes up to 857 Additional PandoLogic Shares potentiallyConsists of 57,531 shares of common stock issuable to Robert D. Symonds if certain revenue milestones set forth inupon the PandoLogic Merger Agreement are achieved in full. Mr. Symonds’sexercise of a warrant held by Blackwell Partners, LLC,_Series B Ltd. The address for Blackwell Partners, LLC_Series B is 23051 Whispering Ridge Drive, Estevo, Florida 34135.c/o Silverback Asset Management, LLC, 1414 Raleigh Road, Suite 250, Chapel Hill, NC 27517.

(3)

Includes up to 1,368 Additional PandoLogic Shares potentiallyConsists of 661,879 shares of common stock issuable to Itai Benosh if certain revenue milestones set forth inupon the PandoLogic Merger Agreement are achieved in full. Mr. Benosh’sexercise of a warrant held by Context Partners Master Fund, L.P. Voting and investment power of securities held by such entity reside with its investment manager, Context Capital Management, LLC, the General Partner. The mailing address for such entities is 50 Biscayne Blvd., Miami, Florida 33132.7724 Girard Avenue, Third Floor, La Jolla, California 92037.

(4)

Includes upConsists of (i) 246,700 shares of common stock issuable upon the exercise of a warrant held by Highbridge Tactical Credit Institutional Fund, Ltd. and (ii) 956,716 shares of common stock issuable upon the exercise of a warrant held by Highbridge Tactical Credit Master Fund, L.P. According to 13,605 Additional PandoLogic Shares potentially issuable to Ray Bixler if certain revenue milestones set forth ininformation provided by Highbridge Capital Management, LLC, Highbridge Capital Management, LLC is the PandoLogic Merger Agreement are achieved in full. Mr. Bixler served ontrading manager of Highbridge Tactical Credit Institutional Fund, Ltd. and Highbridge Tactical Credit Master Fund, L.P. Highbridge Tactical Credit Institutional Fund, Ltd. and Highbridge Tactical Credit Master Fund, L.P. each disclaim beneficial ownership over these shares. The address of Highbridge Capital Management, LLC is 277 Park Avenue, 23rd Floor, New York, NY 10172, and the Boardaddress of Directors of PandoLogic from January 2019 until the consummation of the transactions contemplated by the PandoLogic Merger Agreement. Mr. Bixler’s addressHighbridge Tactical Credit Institutional Fund, Ltd. and Highbridge Tactical Credit Master Fund, L.P. is 1317 Stonegate Drive, Downingtown, Pennsylvania 19335.c/o Maples Corporate Services Limited #309 Ugland House, South Church Street, George Town, Grand Cayman KY1-1104, Cayman Islands.

(5)

Includes up to 113 Additional PandoLogic Shares potentiallyConsists of 192,740 shares of common stock issuable to Dean Salomon if certain revenue milestones set forth inupon the PandoLogic Merger Agreement are achieved in full. Mr. Salomon’sexercise of a warrant held by KASAD 2, L.P. The address for KASAD 2, L.P. is 8 Michael Neeman, Tel Aviv, Israel.c/o Silverback Asset Management, LLC, 1414 Raleigh Road, Suite 250, Chapel Hill, NC 27517.

(6)

Includes upConsists of (i) 150,427 shares of common stock issuable upon the exercise of a warrant held by Riverview Group LLC, (ii) 18,976 shares of common stock beneficially owned by ICS Opportunities II LLC, an affiliate of Riverview Group LLC and (iii) 2,700 shares of common stock beneficially owned by Integrated Core Strategies (US) LLC, an affiliate of Riverview Group LLC. According to 752 Additional PandoLogic Shares potentially issuableinformation provided by the stockholders, such stock may be deemed to David Mekelburg if certain revenue milestones set forthbe beneficially owned by Millennium Management LLC, Millennium Group Management LLC and Mr. Englander and/or other investment managers that may be controlled by Millennium Group Management LLC (the managing member of Millennium Management LLC) and Mr. Englander (the sole voting trustee of the managing member of Millennium Group Management LLC). The foregoing should not be construed in and of itself as an admission by Millennium Management LLC, Millennium Group Management LLC or Mr. Englander as to the PandoLogic Merger Agreement are achieved in full. Mr. Mekelburg’sbeneficial ownership of the securities held by such entities. The address for Riverview Group LLC is 317 Koch Ave., Ann Arbor Michigan 48103.c/o Millennium Management LLC, 399 Park Avenue, New York, New York 10022.

(7)

Includes up to 1,303 Additional PandoLogic Shares potentiallyConsists of 40,373 shares of common stock issuable to Whitman Walker if certain revenue milestones set forth inupon the PandoLogic Merger Agreement are achieved in full. Mr. Walker’sexercise of a warrant held by Silverback Convertible Master Fund Limited. The address for Silverback Convertible Master Fund Limited is 411 15th Apt. B, Brooklyn, New York 11215.c/o Silverback Asset Management, LLC, 1414 Raleigh Road, Suite 250, Chapel Hill, NC 27517.

(8)

Includes up to 455 Additional PandoLogic Shares potentiallyConsists of 34,278 shares of common stock issuable to Richard M. and Cheryl R. Rhodes if certain revenue milestones set forth inupon the PandoLogic Merger Agreement are achieved in full. Richard M. and Cheryl R. Rhodes’sexercise of a warrant held by Silverback Opportunistic Credit Master Fund Limited. The address for Silverback Opportunistic Credit Master Fund Limited is 10809 Red Barn Lane, Potomac, Maryland 20845.c/o Silverback Asset Management, LLC, 1414 Raleigh Road, Suite 250, Chapel Hill, NC 27517.

(9)

Includes up to 17,753 Additional PandoLogic Shares potentially issuable to Israel Industrial Resources LLC if certain revenue milestones set forth in the PandoLogic Merger Agreement are achieved in full. Yoram Belisha and Elliott Forgash, are the General Manager and Controller, respectively,Consists of Israel Industrial Resources LLC, and have voting and investment control over such348,991 shares of common stock. The addressstock issuable upon the exercise of each ofa warrant held by Tenor Opportunity Master Fund Ltd. According to information provided by Tenor Capital Management Company, L.P., Tenor Capital Management Company, L.P. serves as the foregoing is c/o Ronnie Cohen—Law Offices, 12 Hartom Street, POB, Jerusalem, Israel 91451.

(10)

Includes up to 12,195 Additional PandoLogic Shares potentially issuable to Christopher R. Atkins if certain revenue milestones set forth in the PandoLogic Merger Agreement are achieved in full. Mr. Atkins’s address is 59 John St. Apt. 11B, New York, NY 10038.

(11)

P. Richard Zitelmaninvestment adviser for Tenor Opportunity Master Fund, Ltd. and therefore may be deemed to be the beneficial owner of 2,681 shares of common stock directly owned by TZG Investment LP, which includes up to 910 Additional PandoLogic Shares potentially issuable to TZG Investment LP if certain revenue milestones set forth in the PandoLogic Merger Agreement are achieved in full. P. Richard Zietelman is the general partner of TZG Investment LP and hasshare voting and investment control overpower with respect to these shares in such shares of common stock. The address of each of the foregoing is 10421 Motor City Dr. Box 341270, Bethesda, Maryland 20817.

(12)

Includes up to 88,410 Additional PandoLogic Shares potentially issuable to Jonathan B. Bulkeley if certain revenue milestones set forth in the PandoLogic Merger Agreement are achieved in full. Mr. Bulkeley’s address is 30 Pettipaug Ave., Old Saybrook, Connecticut 06475.

(13)

Viola Ventures GP 3 Ltd. may be deemed to be the beneficial owner of 1,065,916 shares of common stock directly owned by Viola Ventures III, L.P., which includes up to 390,810 Additional PandoLogic Shares potentially issuable Viola Ventures III, L.P. if certain revenue milestones set forth in the PandoLogic Merger Agreement are achieved in full. Viola Ventures GP 3 Ltd. is the sole general partner of Viola Ventures III, L.P. and has voting and investment control over such shares of common stock. Decisions by Viola Ventures GP 3 Ltd. to vote or dispose of such shares requires the consent of Shlomo Daovrat, Harel Beit-On and Avi Zeevi as the directors of Viola Ventures GP 3 Ltd. The address of each of the foregoing is 12 Abba Eban Avenue Ackerstein, Towers Bldg. D. Herzliya 4672530.

(14)

Includes up to 113 Additional PandoLogic Shares potentially issuable to Jane Ochsman Rowny if certain revenue milestones set forth in the PandoLogic Merger Agreement are achieved in full. Ms. Rowny’s address is 6017 Cairn Terrace, Bethesda, Maryland 20817.

(15)

Kreos Capital Group Limited may be deemed to be the beneficial owner of 44,502 shares of common stock directly owned by Kreos Capital IV (Expert Fund) Limited, which includes up to 19,501 Additional PandoLogic Shares potentially issuable to Kreos Capital IV (Expert Fund) Limited if certain revenue milestones set forth in the PandoLogic Merger Agreement are achieved in full. Kreos Capital Group Limited is the manager of Kreos Capital IV (Expert Fund) Limited and has voting and investment control over such shares of common stock. Decisions by Kreos Capital Group Limited to vote or dispose of such shares requires consent of its board of directors. The address of each of the foregoing is 47 Esplande St Helier, Jersey, JE1 0BD.

(16)

Includes up to 17,581 Additional PandoLogic Shares potentially issuable to Peter Harrison if certain revenue milestones set forth in the PandoLogic Merger Agreement are achieved in full. Mr. Harrison is the former chairman of PandoLogic. Mr. Harrison’s address is 124 Paradise by the Sea Blvd., Inlet Beach, Florida 32461.

(17)

Includes up to 348 Additional PandoLogic Shares potentially issuable to Avi Balali if certain revenue milestones set forth in the PandoLogic Merger Agreement are achieved in full. Mr. Balali is the Senior Vice President of Engineering & Development for PandoLogic. Mr. Balali’s address is Halutza 14, Meitar, Israel P.O. Box 1157.

(18)

Includes up to 153 Additional PandoLogic Shares potentially issuable to Sean Fitzgerald if certain revenue milestones set forth in the PandoLogic Merger Agreement are achieved in full. Mr. Fitzgerald’s address is 212 E 89th St. Apt 4E, New York, New York.

(19)

Edison VII AF GP LLC may be deemed to be the beneficial owner of 1,148,968 shares of common stock directly owned by Edison VII AF, L.P., which includes up to 419,020 Additional PandoLogic Shares potentially issuable to Edison VII AF, L.P. if certain revenue milestones set forth in the PandoLogic Merger Agreement are achieved in full. Edison VII AFcapacity. Tenor Management GP, LLC is the general partner of Edison VII AF,Tenor Capital Management Company, L.P. and has voting and investment control over such shares of common stock. Decisions by Edison VII AF, L.P. to vote or dispose of such shares requires consent of Christopher Sugden asRobin R. Shah is the sole managing member of Edison VII AFTenor Management GP,

LLC. The address of each of the foregoing is 281 Witherspoon Street, Floor 3, Princeton, New Jersey 08540.

(20)

Bill BishopAs such, Mr. Shah may be deemed to behave beneficial ownership over the beneficial ownershares. The address of 212,632Tenor Opportunity Master Fund, Ltd. is c/o Tenor Capital Management, 810 7th Avenue, Suite 1905, New York, NY 10019.

(10)

Consists of (i) 179,445 shares of common stock directlybeneficially owned by Orix Finance Equity Investors,Whitebox Relative Value Partners, LP which includes up to 70,005 Additional PandoLogic Shares potentially issuable to Orix Finance Equity Investors, LP if certain revenue milestones set forth in the PandoLogic Merger Agreement are achieved in full. Bill Bishop is the managing director of Orix Finance Equity Investors, LP and has voting and investment control over such(“Relative Value”); (ii) 18,886 shares of common stock.stock beneficially owned by Whitebox GT Fund, LP (“GT”); (iii) 107,036 shares of common stock beneficially owned by Whitebox Multi-Strategy Partners, LP

7

(“Multi”); and (iv) 13,538 shares of common stock beneficially owned by Pandora Select Partners, LP (together with Relative Value, GT and Multi, the “Whitebox Funds”). According to information provided by Whitebox Advisors LLC, Whitebox Advisors LLC is the investment manager of the Whitebox Funds and holds voting and dispositive power over the shares. The address of each of the foregoingfor Whitebox Advisors LLC is 2001 Ross Avenue,3033 Excelsior Boulevard, Suite 1900, Dallas, Texas 75201.

500, Minneapolis, Minnesota 55416.
(21)

Includes up to 113 Additional PandoLogic Shares potentially issuable to Ruben Carolyn Wallert if certain revenue milestones set forth in the PandoLogic Merger Agreement are achieved in full.

8

DESCRIPTION OF CAPITAL STOCKCERTAIN RELATIONSHIPS WITH THE SELLING STOCKHOLDERS

The following description of our capital stockdescriptions are a summary and certain provisions of our third amendeddo not purport to be complete. The descriptions are subject to and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified in their entirety by reference to the full documents referenced below, which are included in our third amended and restated certificate of incorporation and amended and restated bylaws. Copies of these documents are filedfilings with the SECSEC.

Term Loan

On December 13, 2023, Veritone, Inc. and certain of its subsidiaries, as exhibitsguarantors, entered into a Credit and Guaranty Agreement with certain lenders and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent. The Credit Agreement provides for a $77.5 million senior secured term loan, which was fully drawn by us on the closing of the term loan. The term loan matures on December 13, 2027 and requires quarterly amortization payments of 2.50% of the principal amount, commencing in June 2024, with the outstanding balance of the term loan payable on the scheduled maturity date. The selling stockholders named in this prospectus are lenders under the credit agreement.

Warrants

On the closing of the term loan, Veritone, Inc. issued Warrants to the registration statement of whichlenders under the term loan, who are selling stockholders named in this prospectus, forms a part.

Authorized Capital Stock

Our authorized capital stock consists of 76,000,000 shares of common stock, par value $0.001 per shares, of which 75,000,000 shares have been designated as common stock, $0.001 par value per share, and 1,000,000 shares have been undesignated as preferred stock, $0.001 par value per share.

As of January 26, 2022, there were 34,980,025 shares of common stock issued and outstanding. All outstandingto purchase up to 3,008,540 shares of our capital stockcommon stock. The Warrants are fully paid and nonassessable.

Common Stock

The holders of our common stock are entitled to one voteexercisable until December 12, 2028 at a price per share on all matters submitted toof $2.576. The number of shares issuable upon exercise of the Warrants and the exercise price may be adjusted for certain events, including stock dividends, stock splits, recapitalizations, and reclassifications. If we undergo a vote of stockholders. We have not provided for cumulative voting forfundamental transaction (as defined in the election of directors inWarrant) that is within our third amendedcontrol and restated certificate of incorporation. Our third amended and restated certificate of incorporation and amended and restated bylaws provide for a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock are entitled to receive dividends out of funds legally available ifapproved by our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine. We have not paid any cash dividends on our common stock, and it is unlikely that any cash dividends will be declared or paid on any common stock in the foreseeable future. Instead, we plan to retain our cash for use in the operation of our business. Our common stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions. If we become subject to a liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

Preferred Stock

We currently have 1,000,000 shares of undesignated preferred stock authorized, none of which are outstanding. Under the terms of our third amended and restated certificate of incorporation, our board of directors is authorized to directWarrants may require us to issue such shares of preferred stock in one or more series without stockholder approval. Our board of directors hasrepurchase for cash the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock. The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated withremaining unexercised Warrants at a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult forprice determined using a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. We have no present plans to issue any shares of preferred stock.Black-Scholes option pricing model.

Authorized but Unissued Capital Stock

The authorized but unissued shares of our common stock and our preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the Nasdaq Marketplace Rules.

These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Options

As of December 31, 2021, we had outstanding time-based options to purchase an aggregate of 5,334,608 shares of our common stock, with a weighted average exercise price of $14.62 per share, and outstanding performance-based options to purchase an aggregate of 3,834,441 shares of our common stock, with a weighted average exercise price of $11.05 per share, under our equity compensation plans. Each of such options has a term of 10 years from the grant date.

Warrants

As of December 31, 2021, we had outstanding warrants to purchase an aggregate of 497,062 shares of common stock, with a weighted average exercise price of $6.47 per share.

Restricted Stock Units

As of December 31, 2021, we had outstanding 893,083 restricted stock units, each representing the right to receive one share of common stock upon vesting.

Demand Registration Rights

Pursuant to the Investor Rights Agreement dated as of July 15, 2014, as amended, or the Rights Agreement, entered into by us and certain stockholders, the holders of at least 30% of the following held by the holders of our then-outstanding Series A and A-1 preferred stock, and the holders of at least 30% of the following held by the holders of our then-outstanding Series B preferred stock: (i) shares of our common stock issued or issuable upon conversion of any of our securities by the parties to such agreement, and (ii) common stock issued as a dividend or other distribution with respect to the shares in (i), can request that we file up to two registration statements registering all or a portion of their registrable shares in a registration statement that would have an aggregate offering price of not less than $5 million. Under specified circumstances, we have the right to defer filing of a requested registration statement. These registration rights are subject to additional conditions and limitations, including the right of the underwriters to limit the number of shares included in any such registration under certain circumstances. We are required to pay all expenses relating to any demand registration by the holders of registrable securities under the Rights Agreement, subject to certain limitations. The registration rights described above will expire for each holder upon the earlier of (i) such time as such holder holds less than one percent of our common stock and Rule 144 or another similar exemption under the Securities Act is available for the sale of such holder’s shares without limitation during a three-month period without registration and (ii) May 2022, the fifth anniversary of our initial public offering.

Form S-3 Registration Rights

Pursuant to the Rights Agreement, the holders of at least 20% of the following held by the holders of our then-outstanding Series A and A-1 preferred stock, and the holders of at least 20% of the following held by the holders of our then-outstanding Series B preferred stock: (i) shares of our common stock issued or issuable upon conversion of any of our securities by the parties to such agreement, and (ii) common stock issued as a dividend or other distribution with respect to the shares in (i), have the right to demand that we file additional registration statements, including a shelf registration statement, for such holders on Form S-3. Under specified circumstances, we also have the right to defer filing of a requested registration statement. These registration rights are subject to additional conditions and limitations, including the right of the underwriters to limit the

number of shares included in any such registration under certain circumstances, and to our right to decline to effect such registration if two such registrations have been effected. We are required to pay all expenses relating to any Form S-3 registration by the holders of registrable securities under the Rights Agreement, subject to certain limitations. The registration rights described above will expire for each holder upon the earlier of (i) such time as such holder holds less than one percent of our common stock and Rule 144 or another similar exemption under the Securities Act is available for the sale of such holder’s shares without limitation during a three-month period without registration and (ii) May 2022, the fifth anniversary of our initial public offering.

Piggyback Registration Rights

Pursuant to the Rights Agreement, whenever we propose to file a registration statement under the Securities Act, other than with respect to a registration related to employee benefit or similar plans, or corporate reorganizations or other transactions under Rule 145 under the Securities Act, the holders of registrable shares of our common stock issued or issuable upon conversion of any of our securities by the parties to such agreement, and common stock issued as a dividend or other distribution with respect to such shares, are entitled to notice of the registration and have the right to include their registrable securities in such registration. The underwriters of any underwritten offering will have the right to limit the number of shares having registration rights to be included in the registration statement.

We are required to pay all expenses relating to any piggyback registration by the holders of registrable securities under the Rights Agreement, subject to certain limitations. The registration rights contained in the Rights Agreement will expire for each holder upon the earlier of (i) such time as such holder holds less than one percent of our common stock and Rule 144 or another similar exemption under the Securities Act is available for the sale of such holder’s shares without limitation during a three-month period without registration and (ii) May 2022, the fifth anniversary of our initial public offering.

PandoLogic Registration Rights

In connection with the acquisitionissuance of PandoLogic, wethe warrants, Veritone, Inc. entered into a Registration Rights Agreement dated September 14, 2021, or the PandoLogic(the “Registration Rights Agreement,Agreement”) with the former PandoLogic shareholders whereby weholders of the Warrants, who are the selling named in this prospectus, pursuant to which Veritone, Inc. agreed to register for resale the shares of our common stock issuedissuable upon the exercise of the Warrants. Pursuant to them in the acquisition, including any shares of common stock that may be issued in any earn-out payment. Under the PandoLogicRegistration Rights Agreement, we are requiredagreed to file a registration statement on Form S-3 no later than January 31, 2022 registering allproviding for the resale of the shares issued to the former PandoLogic shareholders and to keep such registration statement effective until the earliest of (i) such time as the shares of common stock are sold, (ii) such time as Rule 144 underissuable upon the Securities Act is available for the sale of such holder’s shares of common stock and (iii) the third anniversaryexercise of the effective dateWarrants within 30 days of the registration statement. The registration statementclosing of which this prospectus forms a part constitutes such registration statement on Form S-3. In addition, the PandoLogic Rights Agreement provides that if we proposeterm loan and, subject to file a registration statement under the Securities Act priorcertain limitations, to the effectiveness ofuse commercially reasonable efforts to keep the registration statement described above, other than with respect to a registration related to employee benefiteffective at all times that Warrants or similar plans, or corporate reorganizations or other transactions under Rule 145 under the Securities Act, the holders will have the right to include their shares of common stock issued upon the exercise of the Warrants remain issuable or outstanding.

Convertible Senior Notes

As of December 13, 2023, Veritone, Inc. had approximately $91.25 million aggregate principal amount of outstanding 1.75% convertible senior notes due 2026 (the “Convertible Notes”). The Convertible Notes are senior, unsecured obligations of Veritone, Inc. and bear interest at a rate of 1.75% per year. Interest accrues from November 19, 2021 and is payable semi-annually in the acquisitionarrears on May 15 and November 15 of PandoLogic included in such registration statement.

Third Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Our third amended and restated certificate of incorporation and our amended and restated bylaws include a number of provisions that could deter hostile takeoverseach year, beginning on May 15, 2022. The Convertible Notes will mature on November 15, 2026, unless earlier converted, redeemed, or delay or prevent changes in control of our company, as well as changes in our board of directors or management team, including the following:

Board of Directors Vacancies. Our third amended and restated certificate of incorporation and amended and restated bylaws authorize only our board of directors to fill vacant directorships, including newly created seats. In

addition, the number of directors constituting our board of directors is only permitted to be set by a resolution adopted by a majority vote of our entire board of directors. These provisions prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors and will promote continuity of management.

Classified Board. Our third amended and restated certificate of incorporation and amended and restated bylaws provide that our board of directors shall be classified into three classes of directors, each of which hold office for a three-year term. In addition, directors may only be removed from our board of directors for cause. The existence of a classified board could delay a potential acquirer from obtaining majority control of our board of directors, and the prospect of that delay might deter a potential acquirer.

Stockholder Action; Special Meeting of Stockholders. Our third amended and restated certificate of incorporation provides that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. As a result, a holder controlling a majority of our capital stock would not be able to amend our amended and restated bylaws or remove directors without holding a meeting of our stockholders calledrepurchased in accordance with our amended and restated bylaws. Our amended and restated bylaws further provide that special meetingsthe terms of our stockholdersthe Convertible Notes. Holders of the Convertible Notes may be called only by a majorityconvert all or any portion of our boardtheir Convertible Notes at their option upon the occurrence of directors, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors.

Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our amended and restated bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our amended and restated bylaws also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

No Cumulative Voting. The Delaware General Corporation Law, or DGCL, provides that stockholders are not entitled to cumulate votesconditions described in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our third amended and restated certificate of incorporation does not provide for cumulative voting.

Directors Removed Only for Cause. Our third amended and restated certificate of incorporation provides that no member of our board of directors may be removed from office by our stockholders except for cause and, in addition to any other vote required by law, uponindenture governing the approval of not less than two-thirdsConvertible Notes. Certain holders of the total voting power of all of our outstanding voting stock then entitled to vote in the election of directors.

Exclusive Venue. Our third amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of us; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees or agents to us or our stockholders; (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or our third amended and restated certificate of incorporation or amended and restated bylaws; or (iv) any action asserting a claim against us governed by the internal affairs doctrine. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connection with any action, a court could find the choice of forum provisions contained in our third amended and restated certificate of incorporation to be inapplicable or unenforceable in such action.

Each of the foregoing provisions will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of our company by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change the control of our company.

These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of our company. These provisionsWarrants are also designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy rights. However, these provisions could have the effectholders of discouraging others from making tender offers for our shares and may have the effect of deterring hostile takeovers or delaying changes in control of our company or our management. As a consequence, these provisions also may inhibit fluctuations in the market price of our stock that could result from actual or rumored takeover attempts.

Section 203 of the Delaware General Corporation Law

We are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

before such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

upon closing of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (1) persons who are directors and also officers and (2) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

on or after such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2/3%some of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines “business combination” to include the following:Convertible Notes.

 

any merger or consolidation involving the corporation and the interested stockholder;

any sale, lease, exchange, mortgage, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;

subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;

any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or

the receipt by the interested stockholder of the benefit of any loss, advances, guarantees, pledges or other financial benefits by or through the corporation.

In general, Section 203 defines an “interested stockholder” as an entity or person who, together with the person’s affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.9

Limitation of Liability and Indemnification

Our third amended and restated certificate of incorporation and our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted under Delaware law, which prohibits our third amended and restated certificate of incorporation from limiting the liability of our directors for the following:

any breach of the director’s duty of loyalty to us or our stockholders;

acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

unlawful payment of dividends or unlawful stock repurchases or redemptions; or

any transaction from which the director derived an improper personal benefit.

Our third amended and restated certificate of incorporation also provides that if Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. This limitation of liability does not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission.

Our third amended and restated certificate of incorporation and our amended and restated bylaws also provide that we shall indemnify our employees and agents to the fullest extent permitted by law. Our amended and restated bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in this capacity, regardless of whether we would have the power to indemnify such person against such expense, liability or loss under the DGCL. We have obtained directors’ and officers’ liability insurance.

We have entered into separate indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our third amended and restated certificate of incorporation and amended and restated bylaws. These agreements, among other things, provide for indemnification of our directors and executive officers for expenses, judgments, fines and settlement amounts incurred by this person in any action or proceeding arising out of this person’s services as a director or executive officer or at our request. We believe that these provisions in our third amended and restated certificate of incorporation and amended and restated bylaws and indemnification agreements are necessary to attract and retain qualified persons as directors and executive officers.

The above description of the indemnification provisions of our third amended and restated certificate of incorporation and our amended and restated bylaws is not complete and is qualified in its entirety by reference to these documents. Copies of these documents are filed with the SEC as exhibits to the registration statement of which this prospectus forms a part.

The limitation of liability and indemnification provisions in our third amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

Listing

Our common stock is listed on The Nasdaq Global Market under the symbol “VERI.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

PLAN OF DISTRIBUTION

The selling stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling common stock received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution, sale or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock on any stock exchange, market or trading facility on which the common stock is traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholders may use any one or more of the following methods when disposing of their shares of common stock or any interests therein:

 

ordinary brokerage transactions and transactions in which thea broker-dealer solicits purchasers;

 

block trades in which thea broker-dealer will attempt to sell the sharescommon stock as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

 

purchases by a broker-dealer as principal and resale by the broker-dealer for its own account;

an exchange distribution in accordance with the rules of the applicable exchange;

 

privately negotiated transactions;

 

in underwritten transactions;

short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC;sales;

 

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

 

through agreements between broker-dealers andmay agree with the selling stockholders to sell a specified number of such shares of common stock at a stipulated price per share;

 

a combinationdistribution to members, limited partners or stockholders of any such methods of sale; andthe selling stockholders;

 

any other method permitted by applicable law.law; and

a combination of any of the foregoing methods.

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b) or any other applicable provision of the Securities Act of 1933, as amended (the “Securities Act”), amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares oftheir common stock in other circumstances, in which case the donees, transferees, pledgees transferees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stockour securities in the course of hedging the positions they assume. The selling stockholders may also sell shares of our common stock short and deliver thesethe securities offered hereby to close out their short positions, or loan or pledge thetheir common stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into optionsoption or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities whichthat require the delivery to each such broker-dealer or other financial institution of sharescommon stock offered by this prospectus, which sharescommon stock such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. Each of the selling

10

stockholders reserves the right to accept and, together with itstheir agents from time to time, to reject, in whole or in

part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.any offering by the selling stockholders.

The selling stockholders also may resell all or a portion of the shares of common stock offered hereby in open market transactions in reliance uponon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.rule, or pursuant to other available exemptions from the registration requirements of the Securities Act.

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the sharescommon stock may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters”If any selling stockholder is an “underwriter” within the meaning of Section 2(11) of the Securities Act, then the selling stockholder will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares of our common stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealersdealer or underwriters,underwriter, and any applicable discounts, commissions, concessions or discountsother compensation with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In orderWe have agreed to comply withmaintain the securities lawseffectiveness of some states, if applicable, thethis prospectus until all shares of common stock may beoffered hereby have been sold in these jurisdictions only through registeredunder this prospectus or licensed brokersRule 144 under the Securities Act, or dealers.have been issued and are no longer outstanding. In addition, in some stateswe do not have to maintain the effectiveness of this prospectus once each selling stockholder beneficially owns shares of common stock may not be sold unless it has been registered or qualified(including shares of common stock underlying the warrants on an as exercised basis) of less than 1% of our outstanding shares of common stock and all such shares are eligible for sale by the selling stockholder free of any volume or an exemption frommanner of sale limitations and without regard to the public information requirements under Rule 144. We are required to pay all fees and expenses incident to the registration or qualification requirements is availableof the shares of common stock to be offered and is complied with.sold pursuant to this prospectus. The selling stockholders will bear all commissions and discounts, if any, attributable to their sale of shares of common stock.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934, as amended, may apply to sales of sharescommon stock in the market and to the activities of the selling stockholders and their affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares of common stock against certain liabilities, including liabilities arising under the Securities Act.

A selling stockholder that is an entity may elect to make an in-kind distribution of common stock to its members, partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus.

We have agreed to indemnify the selling stockholders against liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the common stock offered by this prospectus.

We have agreed with the selling stockholders to use commercially reasonable efforts to cause the registration statement of which this prospectus constitutes a part to become effective and to remain continuously effective, subject to certain exceptions, until such time as all of the common stock covered by this prospectus have been disposed of pursuant to and in accordance with such registration statement.

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LEGAL MATTERS

TheUnless otherwise indicated in the applicable prospectus supplement, Cooley LLP, Los Angeles, California, will pass upon the validity of the securities offered by this prospectus and any applicable prospectus supplement thereto will be passed upon for us by K&L Gates LLP, Irvine, California.thereto. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we name in the applicable prospectus supplement.

EXPERTS

The audited consolidated financial statements of Veritone, Inc. and management’s assessment of the effectiveness of internal control over financial reporting incorporated by reference in this prospectus and elsewhere in the registration statement have been so incorporated by reference in reliance upon the reportreports of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accountingauditing and auditing.accounting.

The consolidatedcombined financial statements of PandoLogic as of December 31, 2020 and 2019, and for each of the yearsBroadbean appearing in the Company’s Amendment No. 1 to Current Report on two-yearForm 8-K/A period ended December 31, 2020,filed on August 28, 2023 have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon, included therein, and incorporated herein by reference. Such combined financial statements are incorporated herein by reference herein in reliance upon thesuch report of Somekh Chaikin, a member firm of KPMG International, independent auditors, incorporated by reference herein, and upongiven on the authority of saidsuch firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus and any accompanying prospectus supplement do not contain all of the information set forth in the registration statement and its exhibits and schedules in accordance with SEC rules and regulations. For further information with respect to us and the securities being offered hereby, you should read the registration statement, including its exhibits and schedules. Statements contained in this prospectus and any accompanying prospectus supplement, including documents that we have incorporated by reference, as to the contents of any contract or other document referred to are not necessarily complete, and, with respect to any contract or other document filed as an exhibit to the registration statement or any other such document, each such statement is qualified in all respects by reference to the corresponding exhibit. You should review the complete document to evaluate these statements. You may obtain copies of the registration statement and its exhibits via the SEC’s EDGAR database or our website, or at the offices of the SEC, where they may be examined without charge at the Public Reference Room, at the address listed below.

We file annual, quarterly and current reports, proxy statements and other documents with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers, including our company, that file electronically with the SEC. You may obtain documents that we file with the SEC at http://www.sec.gov.

We also make these documents available on our website at www.veritone.com. Our website and the information contained or connected to our website is not incorporated by reference in this prospectus or any accompanying prospectus supplement, and you should not consider it part of this prospectus or any accompanying prospectus supplement.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” ininto this prospectus certain of the information we file with the SEC. Thisit, which means that we can disclose important information to you by referring you to another document that has been filed separately with the SEC.those documents. The information incorporated by reference is considered to be a part of this prospectus. Any statement contained in a document incorporated or considered to be incorporated by reference in this prospectus and information that we file later withwill be considered to be modified or superseded for purposes of this prospectus to the SEC will automatically update and supersede information

extent a statement contained in this prospectus andor in any accompanyingother subsequently filed document that is or is deemed to be incorporated by reference in this prospectus supplement.modifies or supersedes such statement. We incorporate by reference in this prospectus the following information (other than, in each case, documents listed below that weor information deemed to have previouslybeen furnished and not filed in accordance with the SEC:SEC rules, including any information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K):

 

 • 

our Annual Report on Form10-K and  Form 10-K/A for the fiscal year ended December 31, 2020, filed2022 (filed with the SEC on March 5, 2021 and April 30, 2021, respectively;16, 2023);

 

 • 

our Quarterly Reports on Form10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, filed with the SEC for the fiscal quarter ended March 31, 2023 (filed with the SEC on May  6, 202110, 2023), for the fiscal quarter ended June 30, 2023 (filed with the SEC on August 5, 20219, 2023) and for the fiscal quarter ended September 30, 2023 and (filed with the SEC on November 15, 2021, respectively;14, 2023);

 

 • 

our Definitive Proxy Statement with respect to the 2021 Annual Meeting of Stockholders held on June 24, 2021, filed with the SEC on May  15, 2021, (but only to the extentinformation specifically incorporated by reference into our Annual Report on Form 10-Kfor the fiscal year ended December  31, 2020)2022 from our Definitive Proxy Statement on Schedule 14A for our 2023 Annual Meeting of Stockholders (filed with the SEC on April 27, 2023);

 

 • 

our Current Reports on Form 8-K (other than information furnished rather than filed) or Form 8-K/A, as applicable, filed with the SEC on January  6, 20212023, January  20, 2023, March  1, 202130, 2023, April  26, 2021May  31, 2023 (with respect to Items 1.01, 8.01 and Exhibit 2.1 of Item 9.01 only), June  9, 2023, June  28, 202114, 2023 (with respect to Item 2.01, 9.01(a), 9.01(b) and Exhibit 2.1 of Item 9.01 only), August 14, 2023, July  26, 2021August  28, 2023, September 17, 2021November  8, 2023 (as amended by Form 8-K/A, filed with the SEC on(with respect to Item 1.01 only), November  15, 202113, 2023 and as further amended by Form 8 K/A filed with the SEC on November  17, 2021), and November 22, 2021December 14, 2023; and

 

12

 • 

the description of our common stock contained in our Registration Statement on Form 8-A(File No. 001-38093), filed with the SEC on May 11, 2017, including any amendmentamendments or reportreports filed for the purpose of updating such description.description, including Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

We also incorporate by reference into this prospectus additionalAll documents that we maysubsequently file with the SEC under Sectionspursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the completion or termination of thethis offering, of the securities described in this prospectus, including all such documents we may file with the SEC after the date of the initial registration statement of which this prospectus forms a part and prior to the effectiveness of the registration statement, but excluding any information deemed furnished and notto, rather than filed with, the SEC. Any statements contained in a previously filed documentSEC, will also be incorporated by reference into this prospectus isand deemed to be modified or superseded for purposespart of this prospectus tofrom the extent that a statement contained in this prospectus, or in a subsequently filed document also incorporated by reference herein, modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a partdate of this prospectus.the filing of such reports and documents.

We will furnish without charge to each person, includingYou may obtain any beneficial owner, to whom a prospectus is delivered, on written or oral request, a copy of any or all of the documents incorporated by reference in this prospectus including exhibits to these documents.from the SEC through the SEC’s website at the address provided above. You should directalso may request a copy of any requests for documents to Veritone, Inc., 2420 17th Street, Office 3002, Denver, Colorado 80202; telephone number: (888) 507-1737. You may also access the documentsdocument incorporated by reference in this prospectus through(excluding any exhibits to those documents, unless the exhibit is specifically incorporated by reference in this document), at no cost, by writing or telephoning us at the following address and phone number: Veritone, Inc., 1615 Platte Street, 2nd Floor, Denver, Colorado 80202, Attn: Chief Legal Officer or by telephone at (888) 507-1737.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus is a part of a registration statement on Form S-3 that we have filed with the SEC under the Securities Act. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules filed as part of the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers, like us, that file electronically with the SEC.

In addition, we are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance with the Exchange Act, file annual, quarterly and current reports, proxy and information statements and other information with the SEC. These reports, proxy statements and other information will be available for review on the website of the SEC referred to above. We also maintain a corporate website at www.veritone.com. Except forwww.vertione.com. You may access our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the specific incorporated documents listed above, noExchange Act with the SEC, free of charge, at our corporate website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information availablecontained on, or that can be accessed through, our website shall not be deemed to be incorporated ininto and is not part of this prospectus or the registration statement of which it forms a part.

part, and the inclusion of our website address in this prospectus is an inactive textual reference only.

 

LOGO

2,760,188 Shares of Common Stock

PROSPECTUS

                    , 2022

13

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and DistributionDistribution.

SetThe following table sets forth below are estimatesan estimate of the fees and expenses, other than the underwriting discounts and commissions, payable by the registrantus in connection with the registrationissuance and distribution of the offered securities. The selling stockholders will not bear any portion of such expenses. All the amounts shown are estimates, except for the SEC registration fee.securities being registered.

 

SEC Registration Fee

  $3,515.65 

Legal Fees and Expenses

  $25,000 

Accounting Fees and Expenses

  $35,000 

Miscellaneous Expenses

  $10,000 
  

 

 

 

Total Expenses:

  $73,515.65 
  

 

 

 

SEC registration fee

  $825.96 

Accounting fees and expenses

  $(1) 

Legal fees and expenses

  $(1) 

Transfer agent and registrar, trustee and depositary fees

  $(1) 

Printing and miscellaneous fees and expenses

  $(1) 
  

 

 

 

Total(2)

  $(1) 
  

 

 

 

(1)

These fees are calculated based on the common stock offered and the number of issuances and accordingly cannot be estimated at this time. An estimate of the aggregate amount of these expenses will be reflected in the applicable prospectus supplement.

(2)

Does not include any fees or expenses in connection with any subsequent underwritten offering and any supplements prepared in connection therewith.

Item 15. Indemnification of Directors, Officers and OfficersEmployees

The following summary is qualified in its entirety by reference to our third amended and restated certificate of incorporation and amended and restated bylaws.

Section 102102(b)(7) of the Delaware General Corporation Law or the DGCL, permits(“DGCL”) allows a corporation to eliminateprovide in its certificate of incorporation that a director of the personal liability of directors of a corporation will not be personally liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or herthe duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our third amended and restated certificate of incorporation provides that none of our directors shall be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the DGCL prohibits the elimination orthis limitation of liability of directors for breaches of fiduciary duty.liability.

Section 145 of the DGCL providesauthorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. Our amended and restated certificate of incorporation permits indemnification of our directors, officers and other agents of the Company (and any other persons to which applicable law permits us to provide indemnification) to the maximum extent permitted by the DGCL, and our amended and restated bylaws provide that a corporation has the powerwe will indemnify our directors and executive officers and permit us to indemnify our other officers, employees and other agents, in each case to the maximum extent permitted by the DGCL.

We have entered into indemnification agreements with our directors and officers, whereby we have agreed to indemnify our directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer, employee or agent of the corporation,Company, provided that such director or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she was or is a party or is threatened to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such personofficer acted in good faith and in a manner hethat the director or sheofficer reasonably believed to be in, or not opposed to, the best interestsinterest of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Our amended and restated bylaws provide that we will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of us) by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or, while a director or officer, is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an indemnitee), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), liabilities, losses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such indemnitee acted in good faith and in a manner he orCompany.

 

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she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Our amended and restated bylaws provideWe maintain insurance policies that we will indemnify any indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the indemnitee is or was, or has agreed to become, a director or officer, or, while a director or officer, is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) actually and reasonably incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any indemnitee has been successful, on the merits or otherwise, he or she will be indemnified by us against all expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith. Expenses must be advanced to an indemnitee under certain circumstances.

We have entered into indemnification agreements with each of our directors and officers. These indemnification agreements require us, among other things, to indemnify our directors and officers for some expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of our directors or officers, or any of our subsidiaries or any other company or enterprise to which the person provides services at our request.

We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.

In any underwriting agreement we enter into in connection with the sale of securities being registered hereby, the underwriters may agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us within the meaning of the Securities Act of 1933, as amended, or the Securities Act, against certain liabilities.

Insofar as indemnification forvarious liabilities arising under the Securities Act mayand the Exchange Act that might be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions,incurred by any director or otherwise, we have been advised thatofficer in the opinion of the SEC such indemnification is against public policyhis or her capacity as expressed in the Securities Act and is, therefore, unenforceable.such.

Item 16. Exhibits

The following exhibits are filed as part of this registration statement and are incorporated herein by reference.Exhibits.

 

Exhibit

No.

Description of Exhibit

  2.1Agreement and Plan of Merger, dated as of July  21, 2021, by and among the Registrant, Melisandra Ltd., PandoLogic Ltd. and Shareholder Representative Services, LLC, as the Securityholder Representative (incorporated by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 5, 2021).
  3.1Third Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 23, 2017).

II-2

Exhibit

No.

Description of Exhibit

  3.2Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on May 23, 2017).
  4.1Specimen Stock Certificate evidencing the shares of the Registrant’s common stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (No. 333-216726) filed on April 28, 2017).
  4.2Investor Rights Agreement dated July 15, 2014 among the Registrant and certain of its stockholders, together with Amendment No.  1 thereto (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (No. 333-216726) filed on March  15, 2017).
  5.1*Opinion of K&L Gates LLP, counsel to the Registrant.
10.1Registration Rights Agreement, dated September  14, 2021, by and between the Registrant and the shareholders named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 15, 2021).
23.1*Consent of Grant Thornton LLP, independent registered public accounting firm.
23.2*Consent of Somekh Chaikin, Member Firm of KPMG International, independent registered public accounting firm.
23.3*Consent of K&L Gates LLP (included in Exhibit 5.1).
24.1*Powers of Attorney (included on the signature pages to this Registration Statement).
107Filing Fee Table

*

Filed herewith.

   

Incorporation by
Reference

 

Exhibit
Number

  

Description of Exhibit

  Form  File No.   Exhibit
Number		   Filing Date  Filed
Herewith		 
3.1  Third Amended and Restated Certificate of Incorporation of the Registrant.  8-K   001-38093    3.1   May 23, 2017  
3.2  Amended and Restated Bylaws of the Registrant.  8-K   001-38093    3.2   May 23, 2017  
4.1  Specimen Stock Certificate.  10-K   001-38093    4.1   March 16, 2023  
4.2  Form of Warrant.  8-K   001-38093    4.1   December 14, 2023
  
4.3  Registration Rights Agreement, dated December 13, 2023.  8-K   001-38093    4.2   December 14, 2023
  
5.1  Opinion of Cooley LLP.           X 
23.1  Consent of Grant Thornton LLP, independent registered public accounting firm.           X 
23.2  Consent of Ernst & Young LLP, independent auditors of Broadbean.           X 
23.3  Consent of Cooley LLP (included in Exhibit 5.1).           X 
24.1  Power of Attorney (included on signature page).           X 
107  Filing Fee Table.           X 

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(a) (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by sectionSection 10(a)(3) of the Securities Act of 1933;Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the CommissionSEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum

II-2

aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided,, however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the CommissionSEC by the registrant pursuant to sectionSection 13 or sectionSection 15(d) of the Securities Exchange Act, of 1934 that are incorporated by reference in thethis registration statement or isare contained in a form of prospectus filed pursuant to Rule 424(b) that is part of thethis registration statement.

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(b)(2) That, for the purpose of determining any liability under the Securities Act, of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(d)(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in thisthe registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by sectionSection 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;date.

(e) That, for the purpose of determining liability of the(b) The registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registranthereby undertakes that, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(f) That, for purposes of determining any liability under the Securities Act, of 1933, each filing of the registrant’s annual report pursuant to sectionSection 13(a) or sectionSection 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to sectionSection 15(d) of the Securities Exchange Act of 1934)Act) that is incorporated by reference in the registration statement shall be deemed

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to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(g)(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange CommissionSEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or

II-3

controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(h) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(i) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrantregistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and and has duly caused this Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver,Irvine, State of ColoradoCalifornia, on January 31, 2022.3, 2024.

 

VERITONE, INC.

By: 

/s/ ChadRyan Steelberg

Ryan Steelberg

 Chad Steelberg,

President and Chief Executive Officer

(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individualperson whose signature appears below hereby constitutes and appoints ChadRyan Steelberg and Michael L. Zemetra, and each of them, as his or her true and lawful attorney-in-factattorneys-in-fact and agent agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement,Registration Statement, and to sign any registration statement forrelating to the same offering covered by this registration statement that is to be effective upon filingRegistration Statement and filed pursuant to Rule 462(b) promulgated462 under the Securities Act, of 1933, as amended, increasing the number of securities for which registration is sought, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and allother documents in connection therewith, making such changes in this registration statement as such attorney-in-fact and agent so acting deem appropriate, with the SEC, granting unto said attorney-in-factattorneys-in-fact and agent, agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, with respect to the offering of securities contemplated by this registration statement, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agent or any of them, or his, heragents or their substitute or substitutes may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed below by the following persons in the capacities and on the dates indicated:indicated.

 

Signature

  

Title

 

Date

/s/ ChadRyan Steelberg

ChadRyan Steelberg

  

President, Chief Executive Officer and
Chairman of the Board

Director (Principal Executive Officer)

Officer)		 January 31, 20223, 2024

/s/ Ryan Steelberg

President and DirectorJanuary 31, 2022

Ryan Steelberg

/s/Michael L. Zemetra

Michael L. Zemetra

  

Executive Vice President, and

Chief Financial Officer (Principal

and Treasurer (Principal Financial and Accounting Officer)

officer)		 January 31, 20223, 2024

/s/ Knute P. KurtzChad Steelberg

Chad Steelberg

  

Director

 January 31, 2022

Knute P. Kurtz

3, 2024

/s/ Jeff P. Gehl

DirectorJanuary 31, 2022

Jeff P. Gehl

  

Director

 January 3, 2024

/s/ Knute P. Kurtz

Knute P. Kurtz

Director

January 3, 2024

 

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Signature

  

Title

 

Date

/s/ G. Louis Graziadio, IIIRichard H. Taketa

Richard H. Taketa

  

Director

 January 31, 2022

G. Louis Graziadio, III

3, 2024

/s/ Nayaki R. NayyarMichael Zilis

Michael Zilis

  

Director

 January 31, 2022

Nayaki R. Nayyar

/s/ Richard H. Taketa

DirectorJanuary 31, 2022

Richard H. Taketa

3, 2024

 

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