Veritone 8-K: Registered direct offering of 12,864,494 shares
Veritone, Inc. announced a registered direct offering of 12,864,494 shares of common stock.
Sentiment and the balance of points
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Rhea-AI Filing Summary
Veritone, Inc. announced a registered direct offering of 12,864,494 shares of common stock. The shares are being sold to purchasers named in a securities purchase agreement dated October 15, 2025. The transaction was made pursuant to Veritone’s effective Form S-3 shelf registration (No. 333-280148), using a base prospectus and a prospectus supplement. The company also filed the related legal opinion and consent as exhibits.
Insights
Primary equity issuance of 12,864,494 shares under an effective S-3.
Veritone disclosed a registered direct offering of 12,864,494 common shares to specified purchasers under a securities purchase agreement dated October 15, 2025. The issuance is conducted off the company’s effective Form S-3 shelf (No. 333-280148) via a base prospectus and prospectus supplement.
This structure permits immediate takedown from the shelf to named investors, typically expediting placement. Pricing, proceeds, and use of proceeds are not included in the excerpt, so the financial impact cannot be quantified here.
Key mechanics are anchored by the S-3 effectiveness on June 21, 2024 and the opinion of counsel filed as an exhibit, which is customary to support the validity of the shares issued.
8-K Event Classification
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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
Date of Report (Date of earliest event reported):
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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):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
Name of each exchange | ||
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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