false 0001615165 0001615165 2021-01-04 2021-01-04



Washington, D.C. 20549





Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): January 4, 2021


Veritone, Inc.

(Exact name of registrant as specified in its charter)












(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)



575 Anton Boulevard, Suite 100

Costa Mesa, California



(Address of Principal Executive Offices)


(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 507-1737


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):


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 240.1 4a- 12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.1 3e-4(c))


Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class





Name of each exchange on which registered

Common Stock, par value $0.001 per share




The NASDAQ Stock Market LLC

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 1.02 Termination of a Material Definitive Agreement.


On January 4, 2021, Veritone, Inc. (the “Company”) voluntarily terminated that certain Equity Distribution Agreement dated June 1, 2018 (the “ATM Facility”) between the Company and JMP Securities LLC (“JMP Securities”), effective January 5, 2021. Pursuant to the ATM Facility, the Company could offer and sell, from time to time, through JMP Securities, shares of the Company’s common stock having an aggregate offering price of up to $50,000,000. During the term of the ATM Facility, the Company sold an aggregate of 6,696,747 shares of its common stock thereunder for aggregate gross proceeds to the Company of approximately $31.5 million. The ATM Facility was terminable at will by the Company with no penalty.





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: January 6, 2021




Veritone, Inc.











/s/ Jeffrey B. Coyne







Jeffrey B. Coyne







Executive Vice President, General Counsel

and Secretary