Veritone (VERI) 10-Q 26 Jun 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 31, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Trading Symbol	VERI
Entity Registrant Name	Veritone, Inc.
Entity Central Index Key	1,615,165
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		14,924,072

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
ASSETS
Cash and cash equivalents	$ 8,782	$ 12,078
Accounts receivable, net of allowance for doubtful accounts of $67 and $0, respectively	7,682	4,834
Expenditures billable to clients	4,868	3,384
Prepaid expenses and other current assets	3,182	1,071
Total current assets	24,514	21,367
Property, equipment and improvements, net	57	68
Capitalized software, net	273	321
Other assets	1,500	592
Total assets	26,344	22,348
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)
Accounts payable	17,093	12,321
Accrued liabilities	9,074	9,837
Customer advances	5,853	1,841
Convertible notes payable, net of discounts and issuance costs of $7,264 and $6,898, respectively	15,323	13,388
Warrant liability	3,996	7,114
Total current liabilities	51,339	44,501
Other liabilities	22	22
Total liabilities	51,361	44,523
Commitments and contingencies (Note 7)
Redeemable convertible preferred stock:
Total redeemable convertible preferred stock	23,869	23,350
Stockholders' equity (deficit):
Common stock, par value $0.001 per share; 38,500,000 shares authorized; 2,779,803 and 2,620,803 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively	4	4
Additional paid-in capital	3,266	(293)
Accumulated deficit	(52,156)	(45,236)
Total stockholders' equity (deficit)	(48,886)	(45,525)
Total liabilities, redeemable convertible preferred stock and stockholders' equity (deficit)	26,344	22,348
Series B Redeemable Convertible Preferred Stock [Member]
Redeemable convertible preferred stock:
Total redeemable convertible preferred stock	18,102	17,897
Series A Redeemable Convertible Preferred Stock [Member]
Redeemable convertible preferred stock:
Total redeemable convertible preferred stock	$ 5,767	$ 5,453

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Allowance for doubtful accounts	$ 67,000	$ 0
Convertible notes payable, discounts	$ 7,264,000	$ 6,898,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	38,500,000	38,500,000
Common stock, shares issued	2,779,803	2,620,803
Common stock, shares outstanding	2,779,803	2,620,803
Series B Redeemable Convertible Preferred Stock [Member]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, authorized	3,092,781	3,092,781
Preferred Stock, issued	3,092,781	3,092,781
Preferred Stock, outstanding	3,092,781	3,092,781
Preferred Stock, liquidation preference	$ 18,487,000	$ 18,138,000
Series A Redeemable Convertible Preferred Stock [Member]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, authorized	5,666,667	5,666,667
Preferred Stock, issued	3,914,697	3,914,697
Preferred Stock, outstanding	3,914,697	3,914,697
Preferred Stock, liquidation preference	$ 8,514,000	$ 8,353,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement [Abstract]
Net revenues	$ 3,108	$ 2,076
Cost of revenues	196	320
Gross profit	2,912	1,756
Operating expenses:
Selling and marketing	2,599	1,646
Research and development	3,264	1,530
General and administrative	3,680	2,510
Total operating expenses	9,543	5,686
Loss from operations	(6,631)	(3,930)
Other income (expense), net	786	(31)
Loss before provision for income taxes	(5,845)	(3,961)
Provision for income taxes	2	2
Net loss	(5,847)	(3,963)
Accretion of redeemable convertible preferred stock	(1,073)	(794)
Net loss attributable to common stockholders	$ (6,920)	$ (4,757)
Net loss per share attributable to common stockholders:
Basic and diluted	$ (3.09)	$ (3.86)
Weighted average shares outstanding attributable to common stockholders:
Basic and diluted	2,239,392	1,231,225

Condensed Consolidated Stateme5

Condensed Consolidated Statement of Stockholders' Equity (Deficit) - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning balance at Dec. 31, 2016	$ (45,525)	$ 4	$ (293)	$ (45,236)
Beginning balance, shares at Dec. 31, 2016		2,620,803
Repurchase of common stock	(56)		(56)
Repurchase of common stock, shares		(7,500)
Common stock issued to convertible note payable holders	2,016		2,016
Common stock issued to convertible note payable holders, shares		165,000
Issuance of warrants	549		549
Modification of warrants	371		371
Beneficial conversion feature	554		554
Stock-based compensation expense	125		125
Issuance of restricted stock	0	$ 0	0	0
Issuance of restricted stocks, shares		1,500
Accretion of redeemable convertible preferred stock	(1,073)			(1,073)
Net loss	(5,847)			(5,847)
Ending balance at Mar. 31, 2017	$ (48,886)	$ 4	$ 3,266	$ (52,156)
Ending balance, shares at Mar. 31, 2017		2,779,803

Condensed Consolidated Stateme6

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net loss	$ (5,847)	$ (3,963)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	59	31
Intangible asset impairment charges		500
Amortization of debt discounts and issuance costs	2,054
Change in fair value of warrant liability	(3,118)
Provision for doubtful accounts	67
Stock-based compensation expense	125	42
Changes in assets and liabilities:
Accounts receivable	(2,915)	(2,591)
Expenditures billable to clients	(1,484)	(1,478)
Prepaid expenses and other current assets	(2,111)	137
Accounts payable	4,328	(10,025)
Accrued liabilities	(282)	2,720
Customer advances	4,012	(50)
Net cash used in operating activities	(5,112)	(14,677)
Cash flows from investing activities:
Addition to intangible assets	(30)
Net cash used in investing activities	(30)
Cash flows from financing activities:
Proceeds from issuance of convertible notes payable	2,000
Deferred offering costs	(83)
Debt issuance costs	(15)
Payment to repurchase common stock	(56)
Net cash provided by financing activities	1,846
Net decrease in cash and cash equivalents	(3,296)	(14,677)
Cash and cash equivalents, beginning of period	12,078	19,197
Cash and cash equivalents, end of period	8,782	$ 4,520
Non-cash investing and financing activities:
Unpaid deferred IPO costs	$ 263

Description of Business and Bas

Description of Business and Basis of Presentation	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Description of Business and Basis of Presentation	Note 1. Description of Business and Basis of Presentation Description of Business Veritone, Inc., a Delaware corporation, (“Veritone”) (together with its wholly-owned subsidiaries, collectively, the Company) is a cloud-based cognitive software company that extracts understanding from unstructured audio and video data. Veritone’s platform incorporates patented technology to manage and integrate a wide variety of artificial intelligence processes, through the orchestration of machine learning algorithms known as cognitive engines to mimic human cognitive functions such as perception, reasoning, prediction and problem solving to transform unstructured data. The Company’s artificial intelligence (“AI”) platform stores the cognitive engine results in a searchable, time-correlated index, creating an online, searchable library of audio and video data that enables analysis and automated business solutions. Because of its open architecture, additional cognitive engines can be readily added to the platform, and new applications can be added by the Company or third parties to leverage the platform for a broad range of industries that capture or use audio and video data, including, without limitation, media, politics, legal and other commercial and government vertical markets. In addition, the Company operates a full service advertising agency. The Company’s expertise in media buying, planning and creative development, coupled with its proprietary technology platform, enables the Company to deliver and analyze the effectiveness of advertising in a way that is simple, scalable and trackable. Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. Such unaudited condensed consolidated financial statements and accompanying notes are the representations of the Company’s management, who is responsible for their integrity and objectivity. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements presented in the Company’s final prospectus dated May 11, 2017 (the “Prospectus”) contained in the Company’s Registration Statement on Form S-1 No. 333-216726). The accompanying condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which are normal and recurring, necessary to fairly state its financial position, results of operations and cash flows. All significant intercompany transactions have been eliminated in consolidation. The financial data and the other information disclosed in these notes to the condensed consolidated financial statements reflected in the three-month periods presented are unaudited. The December 31, 2016 balance sheet included herein was derived from the audited financial statements, but does not include all disclosures or notes required by GAAP for complete financial statements. Use of Accounting Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the accompanying condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The principal estimates relate to the valuation of common stock, stock awards, and stock warrants. Actual results could differ from those estimates.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES There have been no material changes in the Company’s significant accounting policies from those that were disclosed in the Prospectus. Revenue Recognition Net revenues for the three-month periods presented were comprised of the following: Three Months Ended March 31, 2017 2016 Media agency revenues $ 2,899 $ 2,036 AI platform revenues 209 40 Total net revenues $ 3,108 $ 2,076 During the three months ended March 31, 2017 and 2016, the Company made $26,723 and $18,076 in gross media placements, of which $19,423 and $15,023, respectively, were billed directly to customers. Of the amounts billed directly to customers, $16,524 and $12,987 represented media-related costs netted against billings during the three months ended March 31, 2017 and 2016, respectively. Earnings Per Share The following table presents the computation of basic and diluted net loss per common share: Three Months Ended March 31, 2017 2016 Historical net loss per share Numerator Net loss $ (5,847 ) $ (3,963 ) Accretion of redeemable convertible preferred stock (1,073 ) (794 ) Net loss attributable to common stockholders $ (6,920 ) $ (4,757 ) Denominator Weighted-average common shares outstanding 2,577,919 1,305,866 Less: Weighted-average shares subject to repurchase (338,527 ) (74,641 ) Denominator for basic and diluted net loss per share attributable to common stockholders 2,239,392 1,231,225 Basic and diluted net loss per share attributable to common stockholders $ (3.09 ) $ (3.86 ) Potentially dilutive securities that were not included in the calculation of diluted net loss per share attributable to common stockholders because their effect would be anti-dilutive are as follows (in common equivalent shares): Three Months Ended March 31, 2017 2016 Common stock subject to repurchase 175,555 70,076 Common stock options 656,116 756,128 Warrants to purchase common stock 2,383,815 — Shares issuable upon conversion of the Acacia Note 1,512,392 — Shares issuable upon conversion of Bridge Loan 147,302 — Shares issuable upon conversion of redeemable convertible preferred stock 5,181,416 4,798,613 10,056,596 5,624,817 Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy, which is based on three levels of inputs, the first two of which are considered observable and the last unobservable, that may be used to measure fair value, is as follows: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments, other than its stock warrants, consist primarily of cash and cash equivalents, accounts receivable, accounts payable and convertible notes payable. The Company has determined that the carrying values of these instruments for the periods presented approximate fair value due to their short-term nature and the relatively stable current interest rate environment. The Company’s stock warrants are categorized as Level 3 within the fair value hierarchy. Stock warrants have been recorded at their fair value using a probability-weighted expected weighted return model. This model incorporates contractual terms, maturity, risk free rates and volatility. The value of the Company’s stock warrants would increase if a higher risk free interest rate were used, and the value of the Company’s stock warrants would decrease if a lower risk free interest rate were used. Similarly, a higher volatility assumption would increase the value of the stock warrants, and a lower volatility assumption would decrease the value of the stock warrants. The unobservable inputs for Level 3 fair value measurements and fair value calculations are developed and determined by the Company’s management with the assistance of a third party valuation specialist. The following table summarizes quantitative information with respect to the significant unobservable inputs used for the Company’s stock warrants that are categorized as Level 3 within the fair value hierarchy: March 31, 2017 Volatility 65.0 % Risk free rate 0.92 % Discount for lack of marketability 10.0 % The following table represents a reconciliation of the Level 3 measurement of the Company’s Primary Warrant (see related discussion in Note 3): Balance, December 31, 2016 $ 7,114 Less: Change in fair value of warrant liability (3,118 ) Balance, March 31, 2017 $ 3,996 Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, 2014-09 2014-09 2014-09: No. 2016-08, No. 2016-10, No. 2016-12, 2016-08, 2016-10, 2016-12 2016-20 2014-09 In November 2015, the FASB issued ASU No. 2015–17, “Income Taxes: Balance Sheet Classification of Deferred Taxes (Topic 740),” to require that deferred tax liabilities and assets be classified entirely as non-current. In February 2016, the FASB issued ASU No. 2016-02, right-of-use right-of-use In March 2016, the FASB issued ASU No. 2016-09, 2016-09 In August 2016, the FASB issued ASU 2016-15, In January 2017, the FASB issued ASU No. 2017-04, 2017-04 2017-04

Convertible Notes Payable

Convertible Notes Payable	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Convertible Notes Payable	NOTE 3. CONVERTIBLE NOTES PAYABLE In March 2017, the Company and Acacia Research Corporation (“Acacia”) amended certain terms of the warrants that were included in the Investment Agreement that was entered into by the two companies on August 15, 2016 (refer to the Company’s Prospectus for the full discussion of the Investment Agreement). If the Company completes an initial public offering (“IPO”) of its common stock with gross proceeds of at least $15,000 (a “Qualifying IPO”), the exercise price for all warrants issued to Acacia will be the lower of $13.6088 or the price of common stock issued in the IPO (see discussion of the IPO in Note 8). Also, the Primary Warrant will automatically be exercised upon the Company completing a Qualifying IPO. As a result of this amendment, the fair value of the Primary Warrant decreased by $3,118 and the credit associated with the reduction in fair value was recorded as a gain in Other Income (Expense) in the Company’s condensed consolidated statement of operations for the three months ended March 31, 2017. In March 2017, the Company entered into a Note Purchase Agreement with Acacia and Veritone LOC I, LLC (“VLOC”) (collectively, the “Lenders”), which provides for a line of credit of up to $8,000 (the “Bridge Loan”). The convertible promissory notes issued to the Lenders pursuant to the Bridge Loan accrue interest at the rate of eight percent (8%) per annum, compounded quarterly, and such accrued interest amounted to $5 as of March 31, 2017. The borrowings are due and payable on November 25, 2017, and the Company’s obligations under this facility are secured by a security interest in substantially all of the assets of the Company, which is of equal priority to the security interests of Acacia under the Convertible Note Payable. The Company drew down the initial $2,000 installment under the Bridge Loan upon the execution of the Note Purchase Agreement, and the remaining amounts could be drawn down in tranches of $2,000 per month commencing April 15, 2017; provided, however, that if the Company’s IPO was not completed by April 30, 2017, the Lenders could, but were not obligated to, continue making advances under the Bridge Loan after that date. The Note Purchase Agreement provided that, upon the completion of a Qualifying IPO, the outstanding borrowings under the Bridge Loan, including accrued interest, would automatically be converted into shares of the Company’s common stock at a conversion price per share equal to the lesser of (i) $13.6088 and (ii) the IPO price per share to the public. In addition, the Note Purchase Agreement provided that, immediately prior to the completion of the IPO, the Lenders would have the option to fund the remaining undrawn amounts under the Bridge Loan, which amounts would then be automatically converted as provided above. Upon the execution of the Note Purchase Agreement, the Company issued an aggregate of 120,000 shares of the Company’s common stock to the Lenders. In addition, the Note Purchase Agreement provided that, upon the funding of each $2,000 installment, the Company would issue to the Lenders, in the aggregate, (a) an additional 45,000 shares of the Company’s common stock, and (b) fully vested warrants to purchase a number of shares of the Company’s common stock equal to the greater of (i) 60,000 shares of common stock, and (ii) 0.375% of the Company’s fully diluted shares outstanding following completion of the IPO. Such warrants have a term of ten years following the date of issuance and have an exercise price per share equal to the lower of $13.6088 or the IPO price per share to the public. The members of VLOC include entities controlled by Chad Steelberg and Ryan Steelberg, the Company’s Chief Executive Officer and President, respectively, who own 50% of the VLOC’s membership interests, and certain holders of the Company’s redeemable convertible preferred stock. The following table represents a reconciliation of the principal amounts of the First Loan, Second Loan and the Bridge Loan (as described above) to the convertible notes payable included in the condensed consolidated balance sheets as of: March 31, December 31, 2017 2016 First Loan principal, August 15, 2016 $ 10,000 $ 10,000 Second Loan principal, November 25, 2016 10,000 10,000 Bridge Loan principal, March 15, 2017 2,000 — Debt discounts associated with stock warrants, net (7,172 ) (6,793 ) Debt issuance costs, net (92 ) (105 ) Accrued interest 587 286 Convertible notes payable, March 31, 2017 $ 15,323 $ 13,388

Redeemable Convertible Preferre

Redeemable Convertible Preferred Stock	3 Months Ended
	Mar. 31, 2017
Accounting Changes and Error Corrections [Abstract]
Redeemable Convertible Preferred Stock	NOTE 4. REDEEMABLE CONVERTIBLE PREFERRED STOCK As of March 31, 2017 and December 31, 2016, the holders of Series B preferred stock had a liquidation preference over the holders of Series A preferred stock and common stock in the amount of approximately $5.98 and $5.86 per share, respectively. As of March 31, 2017 and December 31, 2016, the holders of Series A preferred stock had a liquidation preference over the holders of common stock in the amount of approximately $2.17 and $2.14 per share, respectively. As of March 31, 2017, the Company had recorded the amount of the beneficial conversion feature of the Series B and Series A preferred stock amounting to $226 and $328, respectively, as the respective conversion prices for such shares were less than the fair market value of the underlying preferred stock. The beneficial conversion feature had been accumulated since the last anniversary date of the issuance of the Series B and Series A preferred stock. The beneficial conversion feature resulted in the recording of a discount against the preferred stock and a corresponding credit to the Company’s additional paid in capital. The amortization of the discount for the Series B and Series A preferred stock during the three months ended March 31, 2017 was $57 and $82, respectively, and was presented as an addition to accretion of redeemable convertible preferred stock in the Company’s statement of operations for that period. The amount of the beneficial conversion feature and the related accretion of redeemable convertible preferred stock were not material to the Company’s financial statements as of and for the year ended December 31, 2016, respectively. The redeemable convertible preferred stock is convertible into shares of the Company’s common stock at the option of the holders but will automatically convert into shares of the Company’s common stock upon the closing of an IPO with gross proceeds to the Company of at least $15,000. In the event of a conversion to common stock, the holders of the redeemable convertible preferred stock will receive one share of the Company’s common stock for each share of redeemable convertible preferred stock converted, multiplied by (i) the share’s original issuance price plus the liquidation preference of such share divided by (ii) the share’s original issue price, with cash paid for any fractional shares. As of March 31, 2017 and December 31, 2016, each share of Series B and Series A preferred stock was convertible into approximately 0.74 and 0.73 shares of common stock, respectively.

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Stockholders' Equity (Deficit)	NOTE 5. STOCKHOLDERS’ EQUITY (DEFICIT) Reverse Split In April 2017, the Company’s Board of Directors and stockholders approved a 0.6-for-1.0 Common Stock As of March 31, 2017 and December 31, 2016, the Company had authorized 38,500,000 shares of common stock, $0.001 par value per share. During the three months ended March 31, 2017, the Company issued an aggregate of 120,000 shares of common stock to the Bridge Loan Lenders upon execution of the Note Purchase Agreement and an aggregate of 45,000 shares of common stock in connection with the $2,000 borrowing in March 2017. Also, the Company issued 1,500 shares of restricted common stock to an employee under the 2014 Stock Option/Stock Issuance Plan. Dispute Settlement On December 23, 2016, the Company entered into a settlement agreement and release relating to certain claims by a former employee, pursuant to which the Company paid to the former employee a lump sum cash payment of $350 on January 4, 2017, which included a payment to the former employee to repurchase 7,500 shares of the Company’s common stock in the amount of $56, representing the fair value of such stock at that time. In addition, pursuant to the settlement agreement, Chad Steelberg, the Company’s Chairman of the Board, Chief Executive Officer and majority stockholder, purchased all of the former employee’s membership interests in VIF I, LLC, a minority stockholder in the Company. Stock-Based Compensation In 2014, the Company’s Board of Directors and its stockholders adopted the 2014 Stock Option/Stock Issuance Plan (the “2014 Plan”), which was amended in March 2015 and October 2016. The Plan is administered by the compensation committee of the Board of Directors, which determines the recipients and the terms of the awards granted. The Plan provides that awards granted may be options, restricted stock or restricted stock units (collectively the “Awards”). Stock option awards may be either incentive stock options or non-qualified The Company’s stock-based compensation expense recognized for the periods presented was as follows: Three Months Ended 2017 2016 Stock-based compensation expense by type of award: Restricted stock $ 76 $ 20 Stock options 49 22 Total $ 125 $ 42 Stock-based compensation expense by operating expense grouping: Sales and marketing $ 39 $ 24 Research and development 12 1 General and administrative 74 17 Total $ 125 $ 42 Restricted Stock Under the Plan, the Company has granted restricted stock that generally vests over four years from the date of the grant, unless the participant’s service with the Company is terminated earlier. The fair value of the restricted stock grants was the estimated value per share of common stock at the date of grant determined by using both the option-pricing method and probability-weighted expected return method. Restricted stock activity for the periods presented was as follows: Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2016 208,886 $ 4.80 Granted 1,500 $ 7.67 Forfeited (12,000 ) $ 7.50 Vested (22,831 ) $ 4.08 Unvested at March 31, 2017 175,555 $ 4.72 At March 31, 2017, total unrecognized compensation cost related to restricted stock was $816. This is expected to be recognized over a period of 3.1 years. Stock Options Under the Plan, the Company has granted stock options at exercise prices equal to or greater than the fair value of the common stock on the grant date. These options expire ten years after the grant date and generally vest over a period of four years of continuous service following the vesting commencement date of such option, unless the optionee’s continuous service with the Company is terminated earlier, with stock-based compensation expense recognized evenly over the requisite service period. There were no options granted during the three months ended March 31, 2017. The Company’s stock option activity for the period presented was as follows: Weighted-Average Options Exercise Price Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2016 680,434 $ 2.27 8.49 years $ 3,031 Options Granted — $ — Options Exercised — $ — Options Forfeited / Cancelled (24,318 ) $ 4.17 Outstanding at March 31, 2017 656,116 $ 2.23 8.40 years $ 6,555 Exercisable at March 31, 2017 313,830 The aggregate intrinsic value in the table above represents the difference between the fair value of the Company’s common stock and the average option exercise price multiplied by the number of in-the-money

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 6. RELATED PARTY TRANSACTIONS In October 2014, the Company and Steel Ventures, LLC (“SVL”), an affiliated company whose shareholder has significant control over the Company, entered into an Intercompany Administrative Services Agreement (the “Service Agreement”) effective October 1, 2014 for a two-year two-year In August 2016, the Company entered into an Investment Agreement with Acacia that provides for Acacia to invest up to $50,000 in Veritone consisting of both debt and equity components (refer to the Prospectus for the full discussion of the Investment Agreement). In addition, as discussed in Note 3, in March 2017, the Company and Acacia agreed to amend the terms of the Acacia Primary Warrant, the three $700 warrants related to the convertible notes payable, and the 10% Warrant such that the exercise price of such warrants will be equal to the lower of $13.6088 or the IPO price per share to the public. Acacia’s Chairman of the Board is a member of the Company’s Board of Directors. As discussed in Note 3, in connection with the Bridge Loan, the Company entered into a Note Purchase Agreement with Acacia and VLOC. Acacia’s Chairman of the Board is a member of the Company’s Board of Directors and Chad Steelberg and Ryan Steelberg, who are executive officers of the Company, collectively own 50% of VLOC’s membership interests. In March 2017, the Company entered into employment agreements with Chad Steelberg and Ryan Steelberg, who are executive officers of the Company (see Note 7 for the full discussions of the agreements). The Company reimburses Chad Steelberg and Ryan Steelberg for the costs of their healthcare plans. For the three months ended March 31, 2017 and 2016, the Company expensed $14 and $30 for the cost of such plans, respectively. As of March 31, 2017 and December 31, 2016, the Company had recorded an accrual of $88 and $73, respectively, related to these healthcare plans. There were no other related party balances and transactions as of and for the three months ended March 31, 2017.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 7. COMMITMENTS AND CONTINGENCIES Stockholders’ Employment Agreements In March 2017, the Company entered into three-year employment agreements with each of Chad Steelberg, the Company’s Chief Executive Officer, and Ryan Steelberg, the Company’s President. Under the agreement with Chad Steelberg, as of the end of each calendar quarter during the term of the agreement (following March 31, 2017) during which Chad Steelberg is still employed by the Company, the Company will issue to Mr. Steelberg a number of shares of its common stock calculated by dividing $125 by the fair market value (as defined in the agreement) of the Company’s common stock. The agreement with Ryan Steelberg provides that he shall receive an annual salary of $350. The employment agreements also provide that the Company will issue time-based stock options to Chad Steelberg and Ryan Steelberg, which will allow each of them to purchase a number of shares of the Company’s common stock equal to five percent of the fully diluted shares outstanding as of the closing of the Company’s IPO. The exercise price per share of such time-based stock option will be the IPO price of the Company’s common stock issued in the IPO, and such options will vest in monthly increments ratably over the three-year period following the closing date of the IPO. In addition, the employment agreements provide that the Company will issue to each of Chad Steelberg and Ryan Steelberg a performance-based stock option, which will allow each of them to purchase a number of shares of the Company’s common stock equal to two and one-half

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	NOTE 8. SUBSEQUENT EVENTS The Company evaluated subsequent events through June 26, 2017, the date these condensed consolidated financial statements were issued. In April 2017, the Company borrowed an additional $2,000 under the Bridge Loan, and in connection with that transaction, the Company issued to the Bridge Loan Lenders (a) an aggregate of 45,000 shares of our common stock, and (b) fully vested warrants to purchase a number of shares of the Company’s common stock equal to the greater of (i) 60,000 shares of common stock, and (ii) 0.375% of the Company’s fully diluted shares outstanding following completion of the IPO. Such warrants have a term of ten years following the date of issuance and have an exercise price per share equal to the lower of $13.6088 or the IPO price per share to the public. As described in Note 5, the Company completed a reverse split of its common stock in April 2017. The Company completed its IPO of its common stock on May 17, 2017, pursuant to which it issued 2,500,000 shares at the IPO price per share to the public of $15.00 per share. The Company received proceeds in the IPO of approximately $32,624, net of $4,876 related to underwriting discounts, commissions and offering costs. Concurrent with the closing of the IPO on May 17, 2017, the following transactions were completed in accordance with the related agreements (see Notes 3 and 4): (a) The Series B Preferred Stock, which had a liquidation preference of $18,668 and a net book value of $18,463, was automatically converted into 2,309,135 shares of the Company’s common stock; (b) The Series A Preferred Stock, which had a liquidation preference of $8,598 and a net book value of $6,272, was automatically converted into 2,922,798 shares of the Company’s common stock; (c) The Convertible Note Payable to Acacia, which had a principal balance of $20,000 and accrued interest of $736, was automatically converted into 1,523,746 shares of the Company’s common stock; (d) The Primary Warrant was automatically exercised by Acacia, which resulted in the issuance of 2,150,335 shares of the Company’s common stock to Acacia in exchange for cash proceeds of $29,263; (e) The Lenders funded the remaining undrawn amounts under the Bridge Loan, which provided cash proceeds of $4,000 to the Company and increased the outstanding principal balance of the Bridge Loan to $8,000. In connection with the funding, the Company issued to the Bridge Loan Lenders (a) an aggregate of 90,000 shares of our common stock, and (b) fully vested warrants to purchase a number of shares of the Company’s common stock equal to the greater of (i) 120,000 shares of common stock, and (ii) 0.75% of the Company’s fully diluted shares outstanding following completion of the IPO. Such warrants have a term of ten years following the date of issuance and have an exercise price per share equal to the lower of $13.6088 or the IPO price per share to the public; (f) The Bridge Loan, which had a principal balance of $8,000 and accrued interest of $18, was automatically converted into an aggregate of 590,717 shares of the Company’s common stock; and (g) The warrants to purchase an aggregate of 240,000 shares of the Company’s common stock that were issued in connection with the Bridge Loan were automatically adjusted upon completion of the IPO to be exercisable to purchase an aggregate of 313,446 shares of the Company’s common stock (which was equal to 1.5% of the fully diluted shares of common stock outstanding immediately following the closing of the IPO). Upon the automatic exercise in full of the Primary Warrant in connection with the IPO, the Company issued to Acacia a five-year warrant to purchase up to 809,400 shares of the Company’s common stock at an exercise price of $13.6088 per share (the “10% Warrant”). Fifty percent of the shares under the 10% Warrant vested upon its issuance and the remaining half will vest in May 2018. The fair market value of the 10% Warrant is $5,790, which will be recorded as Other Income (Expense) in the second quarter of 2017. In the second quarter of 2017, the Company will record a pre-tax The stock options issuable under the Employment Agreements with Chad Steelberg and Ryan Steelberg, as described in Note 7, were issued at the time of the pricing of the IPO. The total number of time-vested stock options awarded under these agreements was 2,089,638 and the total number of performance-based options awarded was 1,044,818. In addition, upon the pricing of the IPO, the Company granted a total of 713,785 stock options to employees and directors, which options have an exercise price of $15.00 per share and a four-year vesting period, and granted a total of 35,576 restricted stock units to directors pursuant to the automatic grant provision of the Company’s 2017 Stock Incentive Plan. In May 2017, the Board of Directors approved the increase in the Company’s authorized common stock to 75,000,000 shares from 38,500,000 shares (par value $0.001 per share) and the decrease in the Company’s authorized preferred stock from 11,500,000 shares to 1,000,000 shares (par value $0.001 per share) upon the closing of the IPO and the effectiveness of the Company’s amended and restated certificate of incorporation. There were no other material subsequent events that required recognition or additional disclosure in the accompanying condensed consolidated financial statements.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Revenue Recognition	Revenue Recognition Net revenues for the three-month periods presented were comprised of the following: Three Months Ended March 31, 2017 2016 Media agency revenues $ 2,899 $ 2,036 AI platform revenues 209 40 Total net revenues $ 3,108 $ 2,076 During the three months ended March 31, 2017 and 2016, the Company made $26,723 and $18,076 in gross media placements, of which $19,423 and $15,023, respectively, were billed directly to customers. Of the amounts billed directly to customers, $16,524 and $12,987 represented media-related costs netted against billings during the three months ended March 31, 2017 and 2016, respectively.
Earnings Per Share	Earnings Per Share The following table presents the computation of basic and diluted net loss per common share: Three Months Ended March 31, 2017 2016 Historical net loss per share Numerator Net loss $ (5,847 ) $ (3,963 ) Accretion of redeemable convertible preferred stock (1,073 ) (794 ) Net loss attributable to common stockholders $ (6,920 ) $ (4,757 ) Denominator Weighted-average common shares outstanding 2,577,919 1,305,866 Less: Weighted-average shares subject to repurchase (338,527 ) (74,641 ) Denominator for basic and diluted net loss per share attributable to common stockholders 2,239,392 1,231,225 Basic and diluted net loss per share attributable to common stockholders $ (3.09 ) $ (3.86 ) Potentially dilutive securities that were not included in the calculation of diluted net loss per share attributable to common stockholders because their effect would be anti-dilutive are as follows (in common equivalent shares): Three Months Ended March 31, 2017 2016 Common stock subject to repurchase 175,555 70,076 Common stock options 656,116 756,128 Warrants to purchase common stock 2,383,815 — Shares issuable upon conversion of the Acacia Note 1,512,392 — Shares issuable upon conversion of Bridge Loan 147,302 — Shares issuable upon conversion of redeemable convertible preferred stock 5,181,416 4,798,613 10,056,596 5,624,817
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy, which is based on three levels of inputs, the first two of which are considered observable and the last unobservable, that may be used to measure fair value, is as follows: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial instruments, other than its stock warrants, consist primarily of cash and cash equivalents, accounts receivable, accounts payable and convertible notes payable. The Company has determined that the carrying values of these instruments for the periods presented approximate fair value due to their short-term nature and the relatively stable current interest rate environment. The Company’s stock warrants are categorized as Level 3 within the fair value hierarchy. Stock warrants have been recorded at their fair value using a probability-weighted expected weighted return model. This model incorporates contractual terms, maturity, risk free rates and volatility. The value of the Company’s stock warrants would increase if a higher risk free interest rate were used, and the value of the Company’s stock warrants would decrease if a lower risk free interest rate were used. Similarly, a higher volatility assumption would increase the value of the stock warrants, and a lower volatility assumption would decrease the value of the stock warrants. The unobservable inputs for Level 3 fair value measurements and fair value calculations are developed and determined by the Company’s management with the assistance of a third party valuation specialist. The following table summarizes quantitative information with respect to the significant unobservable inputs used for the Company’s stock warrants that are categorized as Level 3 within the fair value hierarchy: March 31, 2017 Volatility 65.0 % Risk free rate 0.92 % Discount for lack of marketability 10.0 % The following table represents a reconciliation of the Level 3 measurement of the Company’s Primary Warrant (see related discussion in Note 3): Balance, December 31, 2016 $ 7,114 Less: Change in fair value of warrant liability (3,118 ) Balance, March 31, 2017 $ 3,996
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, 2014-09 2014-09 2014-09: No. 2016-08, No. 2016-10, No. 2016-12, 2016-08, 2016-10, 2016-12 2016-20 2014-09 In November 2015, the FASB issued ASU No. 2015–17, “Income Taxes: Balance Sheet Classification of Deferred Taxes (Topic 740),” to require that deferred tax liabilities and assets be classified entirely as non-current. In February 2016, the FASB issued ASU No. 2016-02, right-of-use right-of-use In March 2016, the FASB issued ASU No. 2016-09, 2016-09 In August 2016, the FASB issued ASU 2016-15, In January 2017, the FASB issued ASU No. 2017-04, 2017-04 2017-04

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Summary of Net Revenues	Net revenues for the three-month periods presented were comprised of the following: Three Months Ended March 31, 2017 2016 Media agency revenues $ 2,899 $ 2,036 AI platform revenues 209 40 Total net revenues $ 3,108 $ 2,076
Computation of Basic and Diluted Net Loss Per Common Share	The following table presents the computation of basic and diluted net loss per common share: Three Months Ended March 31, 2017 2016 Historical net loss per share Numerator Net loss $ (5,847 ) $ (3,963 ) Accretion of redeemable convertible preferred stock (1,073 ) (794 ) Net loss attributable to common stockholders $ (6,920 ) $ (4,757 ) Denominator Weighted-average common shares outstanding 2,577,919 1,305,866 Less: Weighted-average shares subject to repurchase (338,527 ) (74,641 ) Denominator for basic and diluted net loss per share attributable to common stockholders 2,239,392 1,231,225 Basic and diluted net loss per share attributable to common stockholders $ (3.09 ) $ (3.86 )
Effect of Anti-dilutive Securities	Potentially dilutive securities that were not included in the calculation of diluted net loss per share attributable to common stockholders because their effect would be anti-dilutive are as follows (in common equivalent shares): Three Months Ended March 31, 2017 2016 Common stock subject to repurchase 175,555 70,076 Common stock options 656,116 756,128 Warrants to purchase common stock 2,383,815 — Shares issuable upon conversion of the Acacia Note 1,512,392 — Shares issuable upon conversion of Bridge Loan 147,302 — Shares issuable upon conversion of redeemable convertible preferred stock 5,181,416 4,798,613 10,056,596 5,624,817
Summary of Quantitative Information with Respect to Significant Unobservable Inputs	The following table summarizes quantitative information with respect to the significant unobservable inputs used for the Company’s stock warrants that are categorized as Level 3 within the fair value hierarchy: March 31, 2017 Volatility 65.0 % Risk free rate 0.92 % Discount for lack of marketability 10.0 %
Reconciliation of Level 3 Measurement of Company's Primary Warrant	The following table represents a reconciliation of the Level 3 measurement of the Company’s Primary Warrant (see related discussion in Note 3): Balance, December 31, 2016 $ 7,114 Less: Change in fair value of warrant liability (3,118 ) Balance, March 31, 2017 $ 3,996

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Reconciliation of Principal Amounts of First Loan, Second Loan and the Bridge Loan to Convertible Notes Payable	The following table represents a reconciliation of the principal amounts of the First Loan, Second Loan and the Bridge Loan (as described above) to the convertible notes payable included in the condensed consolidated balance sheets as of: March 31, December 31, 2017 2016 First Loan principal, August 15, 2016 $ 10,000 $ 10,000 Second Loan principal, November 25, 2016 10,000 10,000 Bridge Loan principal, March 15, 2017 2,000 — Debt discounts associated with stock warrants, net (7,172 ) (6,793 ) Debt issuance costs, net (92 ) (105 ) Accrued interest 587 286 Convertible notes payable, March 31, 2017 $ 15,323 $ 13,388

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) (Tables)	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Schedule of Stock-based Compensation Expense	The Company’s stock-based compensation expense recognized for the periods presented was as follows: Three Months Ended 2017 2016 Stock-based compensation expense by type of award: Restricted stock $ 76 $ 20 Stock options 49 22 Total $ 125 $ 42 Stock-based compensation expense by operating expense grouping: Sales and marketing $ 39 $ 24 Research and development 12 1 General and administrative 74 17 Total $ 125 $ 42
Schedule of Restricted Stock Activity	Restricted stock activity for the periods presented was as follows: Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2016 208,886 $ 4.80 Granted 1,500 $ 7.67 Forfeited (12,000 ) $ 7.50 Vested (22,831 ) $ 4.08 Unvested at March 31, 2017 175,555 $ 4.72
Schedule of Stock Option Activity	The Company’s stock option activity for the period presented was as follows: Weighted-Average Options Exercise Price Remaining Contractual Term Aggregate Intrinsic Value Outstanding at December 31, 2016 680,434 $ 2.27 8.49 years $ 3,031 Options Granted — $ — Options Exercised — $ — Options Forfeited / Cancelled (24,318 ) $ 4.17 Outstanding at March 31, 2017 656,116 $ 2.23 8.40 years $ 6,555 Exercisable at March 31, 2017 313,830

Summary of Significant Accoun19

Summary of Significant Accounting Policies - Summary of Net Revenues (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Total net revenues	$ 3,108	$ 2,076
Media Agency Revenues [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Total net revenues	2,899	2,036
AI Platform Revenues [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Total net revenues	$ 209	$ 40

Summary of Significant Accoun20

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Gross media placements	$ 26,723	$ 18,076
Billed Revenues [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Gross media placements	19,423	15,023
Netted Against Billings [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Gross media placements	$ 16,524	$ 12,987

Summary of Significant Accoun21

Summary of Significant Accounting Policies - Computation of Basic and Diluted Net Loss Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Numerator
Net loss	$ (5,847)	$ (3,963)
Accretion of redeemable convertible preferred stock	(1,073)	(794)
Net loss attributable to common stockholders	$ (6,920)	$ (4,757)
Denominator
Weighted-average common shares outstanding	2,577,919	1,305,866
Less: Weighted-average shares subject to repurchase	(338,527)	(74,641)
Denominator for basic and diluted net loss per share attributable to common stockholders	2,239,392	1,231,225
Basic and diluted net loss per share attributable to common stockholders	$ (3.09)	$ (3.86)

Summary of Significant Accoun22

Summary of Significant Accounting Policies - Effect of Anti-dilutive Securities (Detail) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Effect of Anti-dilutive Securities	10,056,596	5,624,817
Redeemable Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Effect of Anti-dilutive Securities	5,181,416	4,798,613
Bridge Loan [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Effect of Anti-dilutive Securities	147,302
Common Stock Subject to Repurchase [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Effect of Anti-dilutive Securities	175,555	70,076
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Effect of Anti-dilutive Securities	656,116	756,128
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Effect of Anti-dilutive Securities	2,383,815
Acacia Note [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Effect of Anti-dilutive Securities	1,512,392

Summary of Significant Accoun23

Summary of Significant Accounting Policies - Summary of Quantitative Information with Respect to Significant Unobservable Inputs (Detail)	3 Months Ended
	Mar. 31, 2017
Fair Value Inputs, Quantitative Information [Abstract]
Volatility	65.00%
Risk free rate	0.92%
Discount for lack of marketability	10.00%

Summary of Significant Accoun24

Summary of Significant Accounting Policies - Reconciliation of Level 3 Measurement of Company's Primary Warrant (Detail) - Warrant [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2017USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning, Balance	$ 7,114
Less: Change in fair value of warrant liability	(3,118)
Ending, Balance	$ 3,996

Convertible Notes Payable - Add

Convertible Notes Payable - Additional Information (Detail)	1 Months Ended	3 Months Ended
	Mar. 31, 2017USD ($)$ / sharesshares	Mar. 31, 2017USD ($)$ / sharesshares
Debt Instrument [Line Items]
Change in fair value of warrants		$ 3,118,000
Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	$ 45,000,000	45,000,000
Initial installment under line of credit		$ 2,000,000
Common stock issued | shares		120,000
VLOC, LLC [Member] | Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Common stock issued | shares		120,000
Additional common stock issued | shares	45,000	45,000
Warrants to purchase common stock | shares	60,000	60,000
Fully diluted shares outstanding percentage	0.375%	0.375%
Warrants maturity period	10 years
VLOC, LLC [Member] | Note Purchase Agreement [Member] | Chad Steelberg and Ryan Steelberg [Member]
Debt Instrument [Line Items]
Ownership percentage	50.00%
Maximum [Member] | VLOC, LLC [Member] | Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Warrant exercise price | $ / shares	$ 13.6088	$ 13.6088
Acacia [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Convertible note payable, public offering gross proceeds for automatic conversion	$ 15,000,000
Acacia [Member] | VLOC, LLC [Member] | Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Line of credit, interest rate	8.00%
Accrued interest	$ 5,000	$ 5,000
Line of credit, tranche amount	$ 2,000,000	$ 2,000,000
Line of credit, maturity date	Nov. 25, 2017
Line of credit, borrowing description		The Company drew down the initial $2,000 installment under the Bridge Loan upon the execution of the Note Purchase Agreement, and the remaining amounts could be drawn down in tranches of $2,000 per month commencing April 15, 2017; provided, however, that if the Company's IPO was not completed by April 30, 2017, the Lenders could, but were not obligated to, continue making advances under the Bridge Loan after that date.
Acacia [Member] | VLOC, LLC [Member] | Note Purchase Agreement [Member] | Bridge Loan [Member]
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	$ 8,000,000	$ 8,000,000
Initial installment under line of credit	2,000,000
Acacia [Member] | Primary Warrant [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Change in fair value of warrants	$ 3,118,000
Acacia [Member] | Maximum [Member] | Convertible Notes Payable [Member]
Debt Instrument [Line Items]
Warrant exercise price | $ / shares	$ 13.6088	$ 13.6088
Acacia [Member] | Maximum [Member] | VLOC, LLC [Member] | Note Purchase Agreement [Member]
Debt Instrument [Line Items]
Conversion price per share | $ / shares	$ 13.6088	$ 13.6088

Convertible Notes Payable - Rec

Convertible Notes Payable - Reconciliation of Principal Amounts of First Loan Second Loan and the Bridge Loan to Convertible Notes Payable (Detail) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Debt discounts associated with stock warrants, net	$ (7,172)	$ (6,793)
Debt issuance costs, net	(92)	(105)
Accrued interest	587	286
Convertible notes payable, March 31, 2017	15,323	13,388
First Loans [Member]
Debt Instrument [Line Items]
Borrowings	10,000	10,000
Second Loans [Member]
Debt Instrument [Line Items]
Borrowings	10,000	$ 10,000
Bridge Loan [Member]
Debt Instrument [Line Items]
Borrowings	$ 2,000

Redeemable Convertible Prefer27

Redeemable Convertible Preferred Stock - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Class of Stock [Line Items]
Convertible preferred stock, public offering gross proceeds for automatic conversion	$ 15,000,000
Convertible preferred stock conversion terms	In the event of a conversion to common stock, the holders of the redeemable convertible preferred stock will receive one share of the Company's common stock for each share of redeemable convertible preferred stock converted, multiplied by (i) the share's original issuance price plus the liquidation preference of such share divided by (ii) the share's original issue price, with cash paid for any fractional shares.
Series B Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Liquidation preference	$ 5.98	$ 5.86
Debt beneficial conversion feature	$ 226,000
Debt amortization of discount	$ 57,000
Preferred stock conversion ratio	0.74	0.73
Series A Redeemable Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Liquidation preference	$ 2.17	$ 2.14
Debt beneficial conversion feature	$ 328,000
Debt amortization of discount	$ 82,000
Preferred stock conversion ratio	0.74	0.73

Stockholders' Equity (Deficit28

Stockholders' Equity (Deficit) - Additional Information (Detail)	Apr. 20, 2017	Jan. 04, 2017USD ($)shares	Mar. 31, 2017USD ($)$ / sharesshares	May 31, 2017shares	Apr. 30, 2017$ / sharesshares	Dec. 31, 2016$ / sharesshares
Class of Stock [Line Items]
Common stock, shares authorized			38,500,000			38,500,000
Common stock, par value | $ / shares			$ 0.001			$ 0.001
Share based lump sum payment | $		$ 350,000
Repurchase of common stock		7,500
Payment of buyback of common stock | $		$ 56,000	$ 56,000
2014 Stock Option/Stock Issuance Plan [Member]
Class of Stock [Line Items]
Common stock reserved for future issuance			3,426,822
Options Granted			0
Unrecognized compensation expense related to stock options | $			$ 521,000
Note Purchase Agreement [Member]
Class of Stock [Line Items]
Common stock, shares issued			120,000
Line of credit maximum borrowing capacity | $			$ 45,000,000
Initial installment under line of credit | $			$ 2,000,000
Subsequent Event [Member]
Class of Stock [Line Items]
Reverse stock split ratio	0.6
Stockholders' equity, reverse stock split	0.6-for-1.0
Common stock, shares authorized				75,000,000	38,500,000
Common stock, par value | $ / shares					$ 0.001
Restricted Stock [Member] | 2014 Stock Option/Stock Issuance Plan [Member]
Class of Stock [Line Items]
Stock issued during period, shares, share-based compensation			1,500
Vesting period			4 years
Unrecognized cost of share-based compensation awards | $			$ 816,000
Cost of share-based compensation awards, recognition period			3 years 1 month 6 days
Stock Options [Member] | 2014 Stock Option/Stock Issuance Plan [Member]
Class of Stock [Line Items]
Vesting period			4 years
Cost of share-based compensation awards, recognition period			3 years 3 months 19 days
Expiration period			10 years

Stockholders' Equity (Deficit29

Stockholders' Equity (Deficit) - Schedule of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	$ 125	$ 42
Sales and Marketing [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	39	24
Research and Development [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	12	1
General and Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	74	17
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	76	20
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation expense	$ 49	$ 22

Stockholders' Equity (Deficit30

Stockholders' Equity (Deficit) - Schedule of Restricted Stock Activity (Detail) - 2014 Stock Option/Stock Issuance Plan [Member] - Restricted Stock [Member]	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares, Unvested, Beginning Balance | shares	208,886
Shares, Granted | shares	1,500
Shares, Forfeited | shares	(12,000)
Shares, Vested | shares	(22,831)
Shares, Unvested, Ending Balance | shares	175,555
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ / shares	$ 4.80
Weighted Average Grant Date Fair Value, Granted | $ / shares	7.67
Weighted Average Grant Date Fair Value, Forfeited | $ / shares	7.50
Weighted Average Grant Date Fair Value, Vested | $ / shares	4.08
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares	$ 4.72

Stockholders' Equity (Deficit31

Stockholders' Equity (Deficit) - Schedule of Stock Option Activity (Detail) - 2014 Stock Option/Stock Issuance Plan [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, Outstanding, Beginning Balance	680,434
Options Granted	0
Options Exercised	0
Options Forfeited / Cancelled	(24,318)
Options, Outstanding, Ending Balance	656,116	680,434
Options, Exercisable at March 31, 2017	313,830
Weighted-Average Exercise Price, Outstanding, Beginning Balance	$ 2.27
Weighted-Average Exercise Price, Options Granted	0
Weighted-Average Exercise Price, Options Exercised	0
Weighted-Average Exercise Price, Options Forfeited / Cancelled	4.17
Weighted-Average Exercise Price, Outstanding, Ending Balance	$ 2.23	$ 2.27
Weighted-Average Remaining Contractual Term, Outstanding	8 years 4 months 24 days	8 years 5 months 27 days
Weighted-Average Aggregate Intrinsic Value	$ 6,555	$ 3,031

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)	1 Months Ended	3 Months Ended
	Mar. 31, 2017USD ($)$ / shares	Mar. 31, 2017USD ($)Option$ / shares	Mar. 31, 2016USD ($)	Dec. 31, 2016USD ($)	Aug. 31, 2016USD ($)
Acacia [Member] | Convertible Notes Payable [Member]
Related Party Transaction [Line Items]
Warrants exercise price value	$ 700,000	$ 700,000
Acacia [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Warrants exercise price value					$ 50,000,000
Acacia [Member] | Maximum [Member] | Convertible Notes Payable [Member]
Related Party Transaction [Line Items]
Warrant exercise price | $ / shares	$ 13.6088	$ 13.6088
Acacia [Member] | 10% Warrant [Member]
Related Party Transaction [Line Items]
Percentage of warrant exercise		10.00%
Acacia [Member] | 10% Warrant [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Warrant exercise price | $ / shares	13.6088	$ 13.6088
VLOC, LLC [Member] | Note Purchase Agreement [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Warrant exercise price | $ / shares	$ 13.6088	$ 13.6088
VLOC, LLC [Member] | Note Purchase Agreement [Member] | Chad Steelberg and Ryan Steelberg [Member]
Related Party Transaction [Line Items]
Ownership percentage	50.00%
Intercompany Administrative Services Agreement [Member] | Steel Ventures, LLC [Member]
Related Party Transaction [Line Items]
Related party transaction agreement date		Oct. 1, 2014
Related party transaction agreement term		2 years
Number of renewal options | Option		2
Related party transaction agreement renewal term		2 years
Related party transaction expenses		$ 0	$ 413,000
Due to related party				$ 0
Related party agreement expiration term		2016-09
Healthcare Plans [Member] | Chad Steelberg and Ryan Steelberg [Member]
Related Party Transaction [Line Items]
Related party transaction expenses		$ 14,000	$ 30,000
Due to related party	$ 88,000	$ 88,000		$ 73,000

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) $ in Thousands	1 Months Ended	3 Months Ended
	Mar. 31, 2017USD ($)	Mar. 31, 2017USD ($)
Chad Steelberg and Ryan Steelberg [Member]
Other Commitments [Line Items]
Estimated common stock calculated value		$ 125
Chad Steelberg and Ryan Steelberg [Member] | Time-based Stock Option [Member]
Other Commitments [Line Items]
Percentage of fully diluted shares outstanding that may be purchased	5.00%
Vesting period	3 years
Chad Steelberg and Ryan Steelberg [Member] | Performance- based Stock Option [Member]
Other Commitments [Line Items]
Percentage of fully diluted shares outstanding that may be purchased	2.50%
Vesting period	5 years
Vesting rights description		The performance-based stock option will vest upon the earlier of (a) the first date on which the market capitalization of the Company's common stock equals or exceeds $400,000 over five consecutive business days, or (b) five years after the IPO.
Vesting rights, market capitalization	$ 400,000	$ 400,000
Vesting rights, consecutive trading days	5 days
Ryan Steelberg [Member]
Other Commitments [Line Items]
Annual salary under agreement		$ 350

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	May 17, 2017	Apr. 30, 2017	Mar. 31, 2017	Jun. 30, 2017	Mar. 31, 2017	May 31, 2017	May 16, 2017	Dec. 31, 2016
Subsequent Event [Line Items]
Net book value			$ 23,869		$ 23,869			$ 23,350
Fair market value of warrants			$ 3,996		3,996			$ 7,114
Accretion of redeemable convertible preferred stock					$ 1,073
Common stock, shares authorized			38,500,000		38,500,000			38,500,000
Common stock, par value			$ 0.001		$ 0.001			$ 0.001
Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock, shares authorized		38,500,000				75,000,000
Common stock, par value		$ 0.001
Preferred Stock, authorized		11,500,000				1,000,000
Preferred Stock, par value		$ 0.001
Bridge Loan [Member]
Subsequent Event [Line Items]
Debt instrument principal balance			$ 2,000		$ 2,000
Bridge Loan [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Warrants to purchase common stock	313,446						240,000
Fully diluted shares outstanding percentage	1.50%
Shares converted to common stock	590,717
Debt instrument principal balance	$ 8,000
Accrued interest	$ 18
Warrants exercise price description	Warrants have an exercise price per share equal to the lower of $13.6088 or the IPO price per share to the public
VLOC, LLC [Member] | Acacia [Member] | Bridge Loan [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Borrowing under line of credit	$ 4,000	$ 2,000
Common stock issued	90,000	45,000
Warrants to purchase common stock	120,000	60,000
Fully diluted shares outstanding percentage	0.75%	0.375%
Warrants maturity period	10 years	10 years
Warrant exercise price	$ 13.6088
Debt instrument principal balance	$ 8,000
Acacia [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Shares converted to common stock	1,523,746
Debt instrument principal balance	$ 20,000
Accrued interest	$ 736
Maximum [Member] | VLOC, LLC [Member] | Acacia [Member] | Bridge Loan [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Warrant exercise price		$ 13.6088
Maximum [Member] | Acacia [Member] | Convertible Notes Payable [Member]
Subsequent Event [Line Items]
Warrant exercise price			$ 13.6088		$ 13.6088
IPO [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Common stock issued	2,500,000
Common stock price per share	$ 15
Proceeds from issuance of common stock	$ 32,624
Underwriting discounts, commissions and offering costs	$ 4,876
IPO [Member] | Acacia [Member]
Subsequent Event [Line Items]
Warrant vesting period					Fifty percent of the shares under the 10% Warrant vested upon its issuance and the remaining half will vest in May 2018.
IPO [Member] | Acacia [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Warrants maturity period	5 years
Warrant exercise price	$ 13.6088
Percentage of warrant exercise	10.00%
Fair market value of warrants	$ 5,790
IPO [Member] | Maximum [Member] | Acacia [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Warrants to purchase common stock	809,400
Series B Redeemable Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Net book value			$ 18,102		$ 18,102			$ 17,897
Preferred Stock, authorized			3,092,781		3,092,781			3,092,781
Preferred Stock, par value			$ 0.001		$ 0.001			$ 0.001
Series B Redeemable Convertible Preferred Stock [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Liquidation preference value	$ 18,668
Net book value	$ 18,463
Shares converted to common stock	2,309,135
Series A Redeemable Convertible Preferred Stock [Member]
Subsequent Event [Line Items]
Net book value			$ 5,767		$ 5,767			$ 5,453
Preferred Stock, authorized			5,666,667		5,666,667			5,666,667
Preferred Stock, par value			$ 0.001		$ 0.001			$ 0.001
Series A Redeemable Convertible Preferred Stock [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Liquidation preference value	$ 8,598
Net book value	$ 6,272
Shares converted to common stock	2,922,798
Primary Warrant [Member] | Acacia [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Issuance of stock due to warrants exercise	2,150,335
Cash proceeds from exercise of warrants	$ 29,263
Scenario, Forecast [Member]
Subsequent Event [Line Items]
Conversion of convertible notes payable and warrants issuance expense				$ 8,600
Accretion of redeemable convertible preferred stock				$ 2,900
Vested Upon Issuance [Member] | IPO [Member] | Acacia [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Warrant vesting percentage	50.00%
Vest in May 2018 [Member] | IPO [Member] | Acacia [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Warrant vesting percentage	50.00%
Chad Steelberg and Ryan Steelberg [Member] | Time-based Stock Option [Member]
Subsequent Event [Line Items]
Options Granted					2,089,638
Vesting period			3 years
Chad Steelberg and Ryan Steelberg [Member] | Performance- based Stock Option [Member]
Subsequent Event [Line Items]
Options Granted					1,044,818
Vesting period			5 years
Employees And Directors [Member]
Subsequent Event [Line Items]
Options Granted					713,785
Options exercise price					$ 15
Vesting period					4 years
Directors [Member] | Restricted Stock Units [Member] | 2017 Stock Incentive Plan [Member]
Subsequent Event [Line Items]
Restricted stock units granted					30,000