| Item 1. | |
| (a) | Name of issuer:
Veritone, Inc. |
| (b) | Address of issuer's principal executive
offices:
1615 Platte Street, 2nd Floor, Denver, CO 80202 |
| Item 2. | |
| (a) | Name of person filing:
Esousa Group Holdings LLC and Michael Wachs. |
| (b) | Address or principal business office or, if
none, residence:
211 East 43rd Street, Suite 402 New York, NY 10017 |
| (c) | Citizenship:
Esousa Group Holdings LLC is a New York limited liability company and Mr. Wachs is a U.S. citizen. |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
92347M100 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
8,023,716. This amount consists of 4,414,878 shares of common stock and 3,608,838 shares of common stock issuable upon exercise of pre-funded warrants. This amount reflects the number of shares of common stock that would be issuable upon full exercise of such reported securities and does not give effect to applicable beneficial ownership limitations. Therefore, the actual number of shares of common stock beneficially owned by the Reporting Person, after giving effect to such beneficial ownership limitations, is less than the number of securities reported in this Item 4(a). |
| (b) | Percent of class:
9.99%. This percentage is based on 40,179,855 shares of common stock outstanding as of January 2, 2025 plus 4,414,878 shares of common stock sold to the Reporting Person. This percentage assumes the issuance of shares of common stock upon exercise of pre-funded warrants, which are subject to a beneficial ownership limitation of 9.99%, and gives effect to such beneficial ownership limitation. Due to such beneficial ownership limitation, as of the date of the event which requires the filing of this statement, the Reporting Person could not exercise all of the pre-funded warrants. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
8,023,716. See Item 4(a).
|
| | (ii) Shared power to vote or to direct the
vote:
0
|
| | (iii) Sole power to dispose or to direct the
disposition of:
8,023,716. See Item 4(a).
|
| | (iv) Shared power to dispose or to direct the
disposition of:
0
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)