UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No.2)
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 14, 2021
Veritone, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
| 001-38093 |
| 47-1161641 |
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(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
2420 17th St., Office 3002, Denver, CO |
| 80202 |
(Address of Principal Executive Offices) |
| (Zip Code) |
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:
☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
| VERI |
| The NASDAQ Stock Market LLC |
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. ☐
Explanatory Note
This Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed on September 17, 2021 (the “Original 8-K”), as previously amended on November 15, 2021 (the “Prior Amendment’) solely for the purpose of removing from Exhibit 99.1 the financial statements of PandoLogic Ltd., a company incorporated under the laws of the state of Israel (“PandoLogic”), as of December 31, 2018 and the audit report related thereto, which are not required by Regulation S-X with respect to the acquisition by Veritone, Inc., a Delaware corporation (the “Company”). of PandoLogic, pursuant to the Agreement and Plan of Merger dated July 21, 2021, by and among the Company, Melisandra Ltd., a company incorporated under the laws of the State of Israel and wholly-owned subsidiary of the Company, and PandoLogic.
This Form 8-K/A does not amend or modify the Original 8-K or the Prior Amendment in any other respect, and this amendment should be read in conjunction with the Original 8-K and the Prior Amendment, each of which is incorporated by reference herein. Except as set forth herein, no modifications have been made to information contained in the Original 8-K or the Prior Amendment, and the Company has not updated any information contained therein to reflect events that have occurred since the date of the Original 8-K or the Prior Amendment.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited consolidated balance sheets of PandoLogic as of December 31, 2020 and December 31, 2019, and the related consolidated statements of operations, statements of cash flows, and statements of changes in convertible preferred shares and stockholders’ equity, for the years ended December 31, 2020 and 2019, are attached as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.
(d) Exhibits.
EXHIBIT NO. |
| DESCRIPTION |
23.1 |
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99.1 |
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104 |
| Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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: November 17, 2021 |
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| Veritone, Inc. | ||
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| By: |
| /s/ Michael L. Zemetra |
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| Michael L. Zemetra |
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| Executive Vice President, Chief Financial Officer and Treasurer |