UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
Exhibits are filed herewith in connection with the registered direct offering (the “Registered Direct Offering”) by Veritone, Inc. (the “Company”) of 12,864,494 shares of the Company’s common stock, $0.001 par value per share, to the purchasers (the “Purchasers”) named in that certain securities purchase agreement entered into on October 15, 2025 by and among the Company and the Purchasers. The Registered Direct Offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-280148) that was originally filed with the Securities and Exchange Commission on June 12, 2024, and that became effective on June 21, 2024 and a related base prospectus and prospectus supplement thereunder.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
Description | |
| 5.1 | Opinion of Cooley LLP, dated October 17, 2025. | |
| 23.1 | Consent of Cooley LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERITONE, INC. | ||
| By: | /s/ MICHAEL L. ZEMETRA | |
| Michael L. Zemetra | ||
| Executive Vice President, Chief Financial Officer and Treasurer | ||
| (Principal Financial and Accounting Officer) | ||
Date: October 17, 2025
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