UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 20, 2018

 

 

Veritone, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-38093		47-1161641
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

575 Anton Boulevard, Suite 100

Costa Mesa, California 92626

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 888-507-1737

N/A

(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:

 

☐	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))

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 7.01. Regulation FD Disclosure.

On August 20, 2018, Veritone, Inc. (the “Registrant” or “Veritone”) published presentation materials that it intends to use for an investor conference call scheduled for August 20, 2018 at 4:30 p.m. Eastern Time. A copy of the materials, entitled “M&A Update – August 20, 2018” has been posted in the “Investor Resources” section of the “Investor Relations” page on the Registrant’s website at investors.veritone.com.

Such presentation contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements include, but are not limited to, statements regarding Veritone’s M&A strategy, the expectation that the combination of Veritone and Wazee Digital will provide higher value to customers and increased opportunities for content monetization, the expectation that Veritone One and Performance Bridge Media combined will be the largest ad agency by ad placement revenue in the U.S. podcast market and the expected purchasing leverage created by the combination, and the expected amounts of cash and shares of Veritone stock to be used to fund the purchase prices for, and the estimated transaction costs associated with, the acquisitions of Wazee Digital and Performance Bridge Media. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “would,” “could,” “should,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Registrant may not actually achieve the plans, intentions or expectations disclosed in its forward-looking statements, and readers should not place undue reliance on such forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in such forward-looking statements. The forward-looking statements contained in such presentation represent its management’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Registrant has included important factors in the cautionary statements included in its Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission, particularly in the Risk Factors section of such filing, that it believes could cause actual results or events to differ materially from such forward-looking statements. Except as required by law, the Registrant assumes no obligation to update such forward-looking statements publicly, or to update the reasons why actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

Neither this information nor the referenced materials shall be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference into any filing by the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as may be set forth by specific reference in such a filing.

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.

 

Date: August 20, 2018						VERITONE, INC.
						By:		/s/ Jeffrey B. Coyne
								Jeffrey B. Coyne
								Executive Vice President, General Counsel and Secretary