Filed Pursuant to Rule 424(b)(3)
(Registration No. 333-227613)
PROSPECTUS
6,978,621 Shares of Common Stock
This prospectus relates to the possible resale from time to time of up to 6,978,621 shares of our common stock, par value $0.001 per share,
which are held by, or may be issued to, the selling stockholders identified in this prospectus. We will not receive any proceeds from the sale of any shares offered by this prospectus.
Certain of the selling stockholders acquired or will acquire certain of these shares in connection with: (i) our acquisition of S Media
Limited, Inc., a New York corporation, or Performance Bridge, pursuant to an Agreement and Plan of Merger, or the PB Merger Agreement, dated August 10, 2018; (ii) our acquisition of Wazee Digital, Inc., a Delaware corporation, or Wazee,
pursuant to an Agreement and Plan of Merger, or the Wazee Merger Agreement, dated August 13, 2018; and (iii) our acquisition of Machine Box, Inc., a Delaware corporation, or Machine Box, pursuant to an Agreement and Plan of Merger, or the
Machine Box Merger Agreement, dated August 31, 2018.
The number of shares of common stock being registered hereunder is comprised
of: (i) 349,072 shares, or the Initial PB Shares, of our outstanding common stock issued to one of the selling stockholders on August 21, 2018 pursuant to the terms of the PB Merger Agreement, in connection with the closing of the merger
transaction contemplated thereby, up to 34,335 of which shares will be held in a third-party escrow account until August 21, 2020 to partially secure such selling stockholders indemnification obligations pursuant to the PB Merger
Agreement; (ii) up to 384,986 additional shares, or the PB Additional Shares, of our common stock that may be issued to one of the selling stockholders if Performance Bridge achieves certain revenue milestones in its 2018 fiscal year, assuming
(a) the achievement of all revenue milestones set forth in the PB Merger Agreement and (b) the per share price used to calculate the number of PB Additional Shares to be issued is $10.39, which is the average of the high and low prices of
the Registrants common stock as reported on The Nasdaq Global Market on September 27, 2018; (iii) 491,157 shares of our outstanding common stock issued to certain of the selling stockholders on August 31, 2018 pursuant to the terms
of the Wazee Merger Agreement, in connection with the closing of the merger transaction contemplated thereby, up to 60,576 of which shares will be held in a third-party escrow account until August 31, 2020 to partially secure certain of such
selling stockholders indemnification obligations pursuant to the Wazee Merger Agreement; (iv) 128,300 shares, or the Initial Machine Box Shares, of our outstanding common stock issued to certain of the selling stockholders on September 6,
2018 pursuant to the terms of the Machine Box Merger Agreement, in connection with the closing of the merger transaction contemplated thereby, up to 26,981 of which shares will be retained by the Registrant until September 6, 2020 to partially
secure certain of such selling stockholders indemnification obligations pursuant to the Machine Box Merger Agreement; (v) up to 230,996 additional shares, or the Machine Box Additional Shares, of our common stock that may be issued to
certain of the selling stockholders if Machine Box achieves certain technical development and integration milestones by September 6, 2019, assuming (a) the achievement of all technical development and integration milestones set forth in
the Machine Box Merger Agreement and (b) the per share price used to calculate the number of PB Additional Shares to be issued is $10.39, which is the average of the high and low prices of the Registrants common stock as reported on The
Nasdaq Global Market on September 27, 2018; and (vi) 5,394,110 shares of our common stock beneficially owned by certain other selling stockholders, which includes 1,120,431 shares of common stock issuable upon exercise of warrants that are
exercisable within 60 days after September 28, 2018.
The PB Additional Shares and the Machine Box Additional Shares, or the
Additional Shares, have not been earned and are not currently outstanding. The actual number of Additional Shares issued to certain of the selling stockholders, if any, could be materially more or less than 615,982 shares of common stock depending
on whether and to what extent the applicable future milestones are met and/or the actual average volume weighted average trading price per share of our common stock on The Nasdaq Global Market, or Nasdaq, at the time such milestones are achieved.
This presentation is not intended to constitute an indication or prediction of whether any of the future milestones will be achieved or the future market price of our common stock.
The registration of shares of our common stock covered by this prospectus does not mean that the selling stockholders will offer or 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, or interests therein. We will bear all costs, expenses and fees in connection with the registration of the shares of common stock.
Our common stock is listed on Nasdaq under the symbol VERI. On September 27, 2018, the last reported sale price of our common
stock on Nasdaq was $10.33 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
these securities involves a high degree of risk. See
Risk Factors
on page 6 of this prospectus and in the documents incorporated by reference herein for a discussion of the factors you should carefully consider
before deciding to invest in our securities.
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 October 9, 2018