Registration of Additional Securities (up to 20%) (s-1mef)
November 17 2017 - 9:18AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 17, 2017.
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Veritone, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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7370
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47-1161641
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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575 Anton Blvd., Suite 900
Costa Mesa, CA 92626
(888)
507-1737
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Chad Steelberg
Chief
Executive Officer
Veritone, Inc.
575 Anton Blvd., Suite 900
Costa Mesa, CA 92626
(888)
507-1737
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Michael A. Hedge
David C. Lee
K&L
Gates LLP
1 Park Plaza, Twelfth Floor
Irvine, California 92614
(949)
253-0900
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Jeffrey B. Coyne
General Counsel and Secretary
Veritone, Inc.
575 Anton
Blvd., Suite 900
Costa Mesa, California 92626
(888)
507-1737
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Ryan C. Wilkins
Stradling, Yocca, Carlson & Rauth, P.C.
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
(949)
725-4000
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, check the following box.
☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering.
☒
333-221570
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in
Rule 12b-2
of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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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 pursuant to Section 7(a)(2)(B) of the Securities Act.
☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount to be
Registered
(1)
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Proposed Offering
Price per Share
(2)
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Proposed
Maximum
Aggregate
Offering Price
(1)(2)
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Amount of
Registration Fee
(3)
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Common Stock, par value of $0.001 per share
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201,250
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$23.00
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$4,628,750
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$577
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(1)
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The Registrant previously registered securities on a Registration Statement on Form
S-1
(File
No. 333-221570),
which was declared
effective on November 17, 2017. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional 201,250 shares of common stock having a proposed maximum aggregate offering price of $4,628,750 is hereby
registered, which includes an additional 26,250 shares that the underwriters have the option to purchase to cover over-allotments, if any.
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(2)
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Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended. The registration fee is based on the public offering price.
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(3)
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A registration fee of $2,916 was previously paid in connection with the initial filing of the Registration Statement on Form
S-1
(File
No. 333-221570).
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This Registration Statement
shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, Veritone, Inc., a Delaware corporation (the
Registrant), is filing this Registration Statement on Form
S-1
with the Securities and Exchange Commission (the Commission). This Registration Statement relates to the public offering
of securities contemplated by the Registration Statement on Form
S-1
(File
No. 333-221570),
which the Registrant initially filed with the Commission on
November 15, 2017 (the Prior Registration Statement), and which the Commission declared effective on November 17, 2017.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock offered
by the Registrant by 201,250 shares, 26,250 of which are issuable upon exercise of the underwriters option to purchase shares of the Registrants common stock to cover over-allotments, if any. The additional shares that are being
registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The
information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference into this Registration Statement.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Costa Mesa, State of California, on this 17th day of November, 2017.
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VERITONE, INC.
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By:
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/s/ Chad Steelberg
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Chad Steelberg,
Chief Executive
Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has
been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Chad Steelberg
Chad Steelberg
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Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
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November 17, 2017
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*
Ryan Steelberg
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President and Director
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November 17, 2017
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/s/ Peter F. Collins
Peter F. Collins
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Senior Vice President, Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
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November 17, 2017
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*
Nathaniel Checketts
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Director
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November 17, 2017
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*
Jeff P. Gehl
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Director
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November 17, 2017
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G. Louis Graziadio, III
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Director
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November 17, 2017
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Knute P. Kurtz
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Director
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November 17, 2017
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Christopher J. Oates
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Director
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November 17, 2017
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Edward J. Treska
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Director
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November 17, 2017
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Frank E. Walsh, III
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Director
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November 17, 2017
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*By:
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/s/ Chad Steelberg
Chad Steelberg
Attorney
-in
-Fact
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