UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 10, 2025, Veritone, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Needham & Company, LLC (the “Underwriter”) pursuant to which the Company agreed to issue and sell an aggregate of 9,505,705 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), in an underwritten public offering (the “Offering”). The public offering price of each Share is $2.63 per share (the “Offering Price”). Under the terms of the Underwriting Agreement, the Company also granted the Underwriter an over-allotment option, exercisable for 30 days, to purchase up to an additional 1,425,855 shares of its common stock at the Offering Price, less underwriting discounts and commissions. On September 11, 2025, the Underwriter exercised the over-allotment option in full.
The Offering closed on September 12, 2025. The net proceeds to the Company from the Offering were approximately $26.8 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company.
The 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 (the “SEC”) on June 12, 2024, and that became effective on June 21, 2024, and a related base prospectus and prospectus supplement thereunder.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Underwriter, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The foregoing descriptions of the terms of the Underwriting Agreement do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto, and is incorporated herein by reference. A copy of the opinion of Cooley LLP relating to the legality of the issuance and sale of the securities in the offering is filed as Exhibit 5.1 hereto.
| Item 7.01 | Regulation FD Disclosure. |
On September 10, 2025, the Company issued a press release announcing that it had commenced the Offering and a press release announcing that it had priced the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2 hereto, respectively.
The information set forth in this Item 7.01 and contained in the press releases furnished as Exhibit 99.1 and Exhibit 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
Description | |
| 1.1† | Underwriting Agreement, dated September 10, 2025 by and between the Company and Needham & Company, LLC. | |
| 5.1 | Opinion of Cooley LLP. | |
| 23.1 | Consent of Cooley LLP (contained in Exhibit 5.1). | |
| 99.1 | Launch Press Release of Veritone, Inc. dated September 10, 2025. | |
| 99.2 | Pricing Press Release of Veritone, Inc. dated September 10, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| † | The exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K under the Securities Act of 1933, as amended. The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon request. |
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. | ||||||
| Date: September 12, 2025 | By: | /s/ Michael L. Zemetra | ||||
| Michael L. Zemetra | ||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||