March 15, 2017

Via EDGAR, Federal Express and Electronic Mail

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Draft Registration Statement on Form S-1 Submitted on January 27, 2017

CIK No. 0001615165

On behalf of Veritone, Inc. (the “Company”), we have set forth below the Company’s responses to the letter of comments from the Staff of the Securities and Exchange Commission (the “Commission”) to the Company dated February 16, 2017 (the “Comment Letter”), with respect to the Company’s Draft Registration Statement on Form S-1 that was confidentially submitted on January 27, 2017 (the “Draft Registration Statement”). The Draft Registration Statement was submitted partly in response to the Staff’s initial comment letter dated December 9, 2016 with respect to the initial draft registration statement on Form S-1 confidentially submitted by the Company on November 14, 2016.

In response to the Comment Letter, we are filing this response letter together with the public filing of the Registration Statement on Form S-1 via EDGAR (the “Registration Statement” or “Form S-1”) and are providing the Staff with a marked copy of the same indicating all of the changes made to the Draft Registration Statement.

The numbered paragraphs below restate the numbered paragraphs in the Comment Letter in bold and italics, and the discussion set forth below each such paragraph is the Company’s response to the Staff’s comment. Unless indicated otherwise, the page numbers referenced in the Company’s responses below refer to page numbers in the Registration Statement. Capitalized terms used in this letter but not otherwise defined herein shall have the meanings ascribed to such terms in the Registration Statement.

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General

In response to the Staff’s comment, the Company advises the Staff that it has eliminated the Class B common stock, which gave Chad and Ryan Steelberg the supermajority voting rights. Accordingly, they will no longer beneficially own more than 50% of the Company’s voting securities following the completion of the offering. Accordingly, we have removed all references in the Form S-1 to the controlled company governance exemptions. Please note that we have contacted NASDAQ to confirm that the existence of the Voting Agreement between the Company and certain of its stockholders (Exhibit 4.3 to the Registration Statement) will not result in the classification of the Company as a controlled company.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Media Agency Business, page 46

In response to the Staff’s comment, the Company has revised the disclosures on pages 45 and 57 of the Registration Statement to update the Company’s key performance metrics and to provide the data for such metrics, including the number of new agency customers, number of active agency customers and the average media dollars placed per agency customer for the fiscal periods ended December 31, 2016 and 2015.

Recently Issued Accounting Pronouncements, page 56

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In response to the Staff’s comment, the Company has revised the disclosures on pages 55 and in Note 2 of the Consolidated Financial Statements commencing on page F-13 of the Registration Statement to, among other things, reflect the correct adoption dates for ASU 2014-09 for emerging growth companies that elect to take advantage of the extended transition period for new accounting rules under the JOBS Act.

Liquidity and Capital Resources, page 62

In response to the Staff’s comment, the Company has revised the disclosures on page 62 of the Registration Statement to present the course of action it is taking to meet its debt obligations as they become due over the next twelve months. Specifically, the Company has disclosed that in March 2017 it entered into a secured convertible note financing of up to $8 million, and it has identified the expected timing for the initial public offering, which will provide the largest component of its liquidity sources for at least the next year (through the proceeds from the offering and the proceeds from the exercise of the Primary Warrant).

Note 2. Summary of Significant Accounting Policies

Revenue Recognition, page F-10

In response to the Staff’s comment, the Company notes that it has revised the disclosures on pages 68, F-3, F-6, F-9 and F-10 of the Registration Statement to change the references for “unbilled revenue” to “expenditures billable to clients.” In addition, the Company has included additional disclosures to describe the nature of this asset on pages F-9 and F-10. We have not, however, broken down the amount of agent fees that are due

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to the Company as we generally do not track this information separately and it is not consistent with many of our advertising contracts, pursuant to which certain of our clients pay to us the total fees for the media buy. We then pay the cost of the media purchase and just retain the balance as our commission for such media buy.

Capitalized Software, page F-12

In response to the Staff’s comment, the Company has revised the disclosures in Note 2 to the Consolidated Financial Statements commencing on page F-11 of the Registration Statement to clarify the criteria for capitalizing software development costs, based on the guidance set forth in ASC 985-20. The Company believes that such capitalization is appropriate because the software will be licensed to external users and the technological feasibility was established through a successful beta test in July 2015, before it was released to customers in September 2015.

Earnings Per Share, page F-14

In response to the Staff’s comment, the Company has revised the disclosures in Note 2 to the Consolidated Financial Statements on page F-12 of the Registration Statement to discuss the two-class method under ASC 260-10 in the calculation of loss per share as well as the treatment of preferred stock in such calculation.

Note 3. Acquisitions, page F-16

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Please be advised that Newport Coast Investments, LLC (“Newport Coast”) was the majority equity owner of each of Veritone, Inc., RAC, BAT and NM at the time the merger and acquisition transactions were completed in July 2014. The grantor trusts of Chad and Cristina Steelberg (who are married) and Ryan Steelberg (who is Chad’s brother) were at the time of the NM acquisition and the RAC merger (and are currently) the managing members of Newport Coast. Each grantor trust holds 50% of the membership interests of Newport Coast, and each has shared voting and dispositive power over the securities held by Newport Coast. As such, Chad Steelberg and Ryan Steelberg were deemed to be the beneficial owners of Newport Coast (as well as each of Veritone, RAC, BAT and NM) at the time of the transactions. In making the determination that the entities were under common control, the Company utilized accounting guidance from Deloitte’s Accounting Research Tool that indicates that the SEC Staff believes that common control exists between separate entities if immediate family members hold more than 50 percent of the voting ownership interest of each entity. That same guidance also indicates that entities might be owned in varying combinations among living siblings and their children, and those situations would require careful consideration regarding the substance of the ownership and voting relationships. While no written voting agreement was in place as to the voting of the Veritone stock held by Newport Coast in July 2014, Chad Steelberg and Ryan Steelberg worked in concert to form Veritone and contribute certain assets of BAT and the membership interest of NM to Veritone; and since then, they have collaborated to develop the Company’s business in their roles as Chief Executive Officer and President, respectively. Based on these factors, the Company accounted for the RAC merger and NM acquisition as common control mergers as Newport Coast was their majority owner as well as the majority owner of Veritone, Inc., and Newport Coast was controlled by two brothers, Chad Steelberg and Ryan Steelberg.

In response to the Staff’s comment, the Company notes that in response to the comment in the first bullet point above and as disclosed in pages 26, 98 and 95 of the Registration Statement, common control existed among Veritone, Inc., BAT and NM at the time of the merger and acquisition transaction.

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Note 5. Redeemable Preferred Stock, page F-18

In response to the Staff’s comment, the Company has revised the disclosures in Note 4 to the Consolidated Financial Statements commencing on page F-15 and the rest of the financial statements and notes in the Registration Statement by using the term “Redeemable Convertible Preferred Stock” when referring to its overall preferred stock class. Also, the Company updated the disclosures on page F-16 to discuss the automatic conversion feature of the preferred stock.

In response to the Staff’s comment, the Company notes that the debit to additional paid in capital in the RAC merger was $5.0 million. The Company recorded the RAC merger and NM acquisition separately because they had different minority stockholders who received different forms of capital stock in the transactions (i.e., the RAC holders received Series A-1 preferred stock and common stock in the RAC Merger, and NM holders received Series A preferred stock and common stock in the NM acquisition). The Company considered RAC and NM to be transferred to the Company by the stockholders who had common control of these entities. We recorded the issuance of the Series B preferred stock as a separate transaction following the guidance of ASC 480-10-S99-3A. The Series B preferred stockholders were largely third party stockholders except for approximately 3.3% of the Series B shares that were sold to Miramar Venture Partners, then an existing stockholder of Veritone, and 3.3% of the Series B shares that were sold to VIF I, LLC, whose manager was (and is) Chad Steelberg.

The issuance of the Series B preferred stock was a component of the series of transactions that occurred in June and July 2014 when Veritone was formed, capital was raised, and RAC was merged into Veritone and Veritone acquired all of the membership interests in NM.

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Approximately $4.9 million of the proceeds from the Series B financing was used to repay the notes payable that were assumed by Veritone in the RAC Merger. We did not combine the accounting for the Series B preferred stock issuance with the RAC merger and the NM acquisition (and the related issuance of the Series A-1 and Series A preferred stock) because the holders of the Series B preferred stock were primarily third-party investors. This presentation follows the guidance in the Deloitte DART “Roadmap to Common Control Transactions,” which interprets ASC 805-50-45-5, providing that the equity accounts of the separate entities are combined following the common control transaction. Since the Series B preferred stock was issued primarily to third party investors, we treated the Series B financing as a separate transaction of Veritone. However, since Veritone’s issuance of the Series A and Series A-1 preferred stock was combined with Veritone’s equity accounts (which included the issuance of the Series B preferred stock), once the accounting for the common control transactions and the issuance of the Series B preferred stock is recorded, the impact of these transactions is combined in Veritone’s consolidated balance sheets.

The commitment date for the Series A-1, A and B preferred stock was in July 2014, which is when the preferred stock agreements and the NM acquisition documents were executed and the mergers were completed. In response to the Staff’s comment, the Company notes that it evaluated whether the Series A-1, A and B preferred stock had a beneficial conversion feature at their issuance date. The original issue price for the Series A-1 and A was $1.76 per share, and for the Series B it was $4.85 per share. At the time the preferred stock was issued, the fair value of the Company’s common stock was $0.90 per share. Each series of preferred stock was convertible to common stock on a one-for-one basis at the date such preferred stock was issued. Since the original issue price of the preferred stock was greater than the fair value of the Company’s common stock, the preferred stock did not have a beneficial conversion feature due to the preferred stock’s conversion rights.

We also considered if the accrued liquidation preference of eight percent per year was considered non-discretionary, which could impact the determination of whether a beneficial conversion feature existed. We noted that the preferred stock’s accumulated liquidation preference increases over time. For example, if the preferred stock is converted to common stock one year after it was issued, the holder would receive more shares of common stock than if the holder elected to convert the preferred stock at the original issuance date. Because the number of shares that would be issued in the future is greater than the number of shares that would be issued at an earlier date, the accumulated liquidation preference is considered “discretionary” under ASC 470-20-30-17b. Because the accumulated liquidation preference is discretionary, it does not result in a beneficial conversion feature.

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Note 6. Stockholders’ Equity (Deficit)

Stock-Based Compensation, page F-21

In response to the Staff’s comment, the Company notes that underwriters for this offering have not yet provided the Company with an estimated offering price range for the shares of common stock to be issued in this offering nor have they provided the Company with a preliminary pre-money valuation of the Company. The Company plans to conduct test-the-waters discussions with select investors over the next two weeks so that the underwriters will be able to provide the Company with some indication of the Company’s valuation and the estimated offering price range for the preliminary prospectus.

The Company will provide additional information supplementally to the Staff to respond to the remaining questions in this comment.

Note 8. Related Party Transactions, page F-23

In response to the Staff’s comment, the Company notes that it has revised the disclosures on in Note 7 of the Consolidated Financial Statements commencing on page F-21 of the Registration Statement to include the BAT share repurchase transaction as it was considered a related party transaction.

Note 10. Note Payable, page F-26

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In response to the Staff’s comment, the Company notes that it considered if the Primary Warrant should be linked to the issuance of the Acacia Note or the initial public offering of the Company’s common stock. The Company considered the following three factors when it evaluated the accounting for the Primary Warrant:

The Company concluded that it was not appropriate to account for the Primary Warrant as a discount to the Acacia Note because that would conflict with the intention of the parties. Also, the effective interest rate on the Acacia Note would be well above a market rate, and the Company issued separate warrants to Acacia in connection with the Acacia Note borrowings. The Company concluded that the alternative accounting treatment for the Primary Warrant, as a deferred cost of the initial public offering of its common stock, was appropriate.

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Should the Staff have any further questions or comments regarding this submittal, please contact the undersigned at (949) 399-7130.

Sincerely,

MORGAN, LEWIS & BOCKIUS LLP

/s/ Ellen Bancroft

Ellen S. Bancroft, Partner

Peter F. Collins, Chief Financial Officer

Jeffrey B. Coyne, Executive Vice President & General Counsel, Veritone, Inc.

Ryan C. Wilkins, Esq., Stradling, Yocca, Carlson & Rauth, P.C.

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