8-K: Current report filing
Published on January 9, 2019
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): January 9, 2019
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)
Registrants 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 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 2.02. Results of Operations and Financial Condition.
On January 9, 2019, Veritone, Inc. (the Company) issued a press release in which it provided updated guidance regarding its expected financial results for the fourth quarter ended December 31, 2018, which differs from the Companys previously issued guidance. The Companys press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
This information shall not 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 it be deemed incorporated by reference into any filing by the Company 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.
Item 7.01 Regulation FD Disclosure.
On January 9, 2019, the Company issued a press release in which it provided updated guidance for the fourth quarter of 2018, as discussed under Item 2.02 of this Current Report on Form 8-K above, and discussed its business outlook for 2019. The Company also commented on matters pertaining to its common stock, including the unsolicited, non-binding proposal previously submitted by Apis Capital Management to acquire all of the outstanding shares of the Companys common stock, which was subsequently withdrawn.
This information shall not 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 it be deemed incorporated by reference into any filing by the Company 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
|
| 99.1 | Press Release dated January 9, 2019 (furnished pursuant to Item 2.02 and Item 7.01 and not deemed filed). | |
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: January 9, 2019 |
Veritone, Inc. | |||||
| By: | /s/ Jeffrey B. Coyne | |||||
| Jeffrey B. Coyne | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||