[8-K] Veritone, Inc. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Veritone, Inc. has dismissed Grant Thornton LLP as its principal independent registered public accounting firm, effective April 23, 2026, following approval by the board’s Audit Committee. Grant Thornton’s audit reports for the years ended December 31, 2024 and 2025 were unqualified but included explanatory paragraphs about substantial doubt regarding Veritone’s ability to continue as a going concern.
The company reports that during those periods and through April 23, 2026 there were no disagreements with Grant Thornton on accounting principles, disclosures, or audit scope, and no reportable events other than multiple material weaknesses in internal control over financial reporting previously disclosed in Veritone’s 2024 and 2025 annual reports.
The Audit Committee has engaged CBIZ CPAs P.C. as the new principal accountant effective April 23, 2026. Veritone states it did not consult CBIZ on accounting principles, potential audit opinions, or any disagreements or reportable events before this appointment. Grant Thornton will provide a letter to the SEC agreeing or disagreeing with these disclosures, filed as an exhibit.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 4.01, 9.01
2 items
Item 4.01
Changes in Registrant's Certifying Accountant
Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Auditor dismissal effective date: April 23, 2026
Fiscal years audited with going concern paragraph: 2024 and 2025
Interim period reviewed for disagreements: January 1, 2026–April 23, 2026
+2 more
5 metrics
Auditor dismissal effective date
April 23, 2026
Grant Thornton removed as principal accountant
Fiscal years audited with going concern paragraph
2024 and 2025
Grant Thornton reports on consolidated financial statements
Interim period reviewed for disagreements
January 1, 2026–April 23, 2026
No disagreements or additional reportable events noted
Number of disclosed material weakness areas
Five areas
Entity-level controls, consolidation/FX, ITGCs, information/communication, revenue recognition
Grant Thornton SEC letter date
April 28, 2026
Filed as Exhibit 16.1 to the report
Key Terms
independent registered public accounting firm, going concern, material weaknesses, internal control over financial reporting, +2 more
6 terms
independent registered public accounting firm regulatory
"Grant Thornton LLP, an independent registered public accounting firm, as its principal accountant."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
going concern financial
"included explanatory paragraphs indicating that there was substantial doubt about the Company’s ability to continue as a going concern."
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
material weaknesses financial
"the Company reported material weaknesses in its internal control over financial reporting related to (a) the Company not maintaining appropriately designed entity-level controls"
Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.
internal control over financial reporting financial
"material weaknesses in its internal control over financial reporting related to (a) the Company not maintaining appropriately designed entity-level controls"
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
reportable events regulatory
"there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except that, as reported in Part II, Item 9A"
information technology general controls technical
"not maintaining appropriately designed controls over information technology general controls (“ITGCs”) in the areas of user access and change-management"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 23, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | ||||
(888 ) 507-1737
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 4.01 Changes in Registrant’s Certifying Accountants.
(a) Dismissal of Independent Registered Public Accounting Firm.
Veritone, Inc. (the “Company”) has dismissed Grant Thornton LLP (“Grant Thornton”), an independent registered public accounting firm, as its principal accountant. The decision to dismiss Grant Thornton was effective on April 23, 2026, after being approved by the Audit Committee (the “Audit Committee”) of the Company’s Board of Directors.
The audit reports of Grant Thornton on the consolidated financial statements of the Company for each of the two most recent fiscal years ended December 31, 2024 and December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except Grant Thornton’s report on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and December 31, 2025 included explanatory paragraphs indicating that there was substantial doubt about the Company’s ability to continue as a going concern.
During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2025 and during the subsequent interim period from January 1, 2026 through April 23, 2026, (i) there were no disagreements with Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Grant Thornton’s satisfaction, would have caused Grant Thornton to make reference to the subject matter of the disagreement in connection with its reports, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K, except that, as reported in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal years ended December 31, 2024 (items (a) through (d) below) and December 31, 2025 (items (a) through (e) below), the Company reported material weaknesses in its internal control over financial reporting related to (a) the Company not maintaining appropriately designed entity-level controls impacting the control environment or monitoring controls to prevent or detect material misstatements to the Company’s consolidated financial statements. Specifically, these deficiencies were attributed to (i) a lack of a sufficient number of qualified resources to perform control activities and (ii) insufficient risk assessment and monitoring activities as a result of untimely or ineffective identification of internal control risks to properly design, test, implement and assess effective internal controls over financial reporting, (b) the Company not maintaining appropriately designed controls over the consolidation process and review of financial statements specifically pertaining to the Company’s design of controls to determine proper accounting for certain foreign exchange transactions and translation between the Company and certain foreign subsidiaries, (c) the Company not maintaining appropriately designed controls over information technology general controls (“ITGCs”) in the areas of user access and change-management over certain information technology (“IT”) systems that support the Company’s financial reporting processes. The Company’s business process automated and manual controls that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted, (d) a lack of an effective information and communication process to identify and assess the source of and controls necessary to ensure the reliability of information used in financial reporting and for providing information required for effective activity level controls and (e) the Company not maintaining appropriately designed controls over revenue recognition, specifically as it relates to the determination of the appropriate accounting for non-routine revenue transactions. As further reported in Part II, Item 9A of the Company’s Annual Report for the fiscal year ended December 31, 2025, management is undertaking efforts to remediate these material weaknesses. The Company has authorized Grant Thornton to respond fully to the inquiries of the successor accountant concerning the subject matter of each of such reportable events.
The Company provided Grant Thornton with a copy of the disclosures in this report prior to filing with the SEC and requested that Grant Thornton provide a letter addressed to the SEC stating whether it agrees with the foregoing statements. A copy of this letter from Grant Thornton, dated April 28, 2026, is filed as Exhibit 16.1 to this report.
(b) Engagement of New Independent Registered Public Accounting Firm.
On April 23, 2026, the Audit Committee approved the engagement of CBIZ CPAs P.C. (“CBIZ”), an independent registered public accounting firm, as the Company’s principal accountant to perform independent audit services effective immediately.
During the two most recent fiscal years ended December 31, 2024 and December 31, 2025 and during the subsequent interim period from January 1, 2026 through April 23, 2026, neither the Company nor anyone on its behalf has consulted with CBIZ regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that CBIZ concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” or a “reportable event,” as such terms are defined in Regulation S-K Item 304(a)(1)(iv) and (v), respectively.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits:
| Exhibit Number | Description | |||||||
| 16.1 | Letter from Grant Thornton to the SEC, dated April 28, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 28, 2026 | VERITONE, INC. | |||||||
| By: | /s/ MICHAEL L. ZEMETRA | |||||||
| Michael L. Zemetra | ||||||||
| Executive Vice President, Chief Financial Officer and Treasurer | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||