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 4, 2021

Veritone, Inc.

(Exact name of registrant as specified in its charter)

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):

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

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.

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.