维特尼恩公司美股招股说明书(2025-09-11版)

Common Stock We are offering 9,505,705 shares of our common stock, par value $0.001 per share. Our common stock is listed on The Nasdaq Global Market under the symbol “VERI.” On September9, 2025, the last reported sale price of ourcommon stock on The Nasdaq Global Market (“Nasdaq”) was $3.84 per share. Investing in our common stock involves a high degree of risk. See “Risk Factors” on page S-4 of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. PerShareTotalPublic offering price$2.63$25,000,004.15Underwriting discounts and commissions(1)$0.1578$1,500,000.25Proceeds to Veritone, Inc., before expenses$2.4722$23,500,003.90 (1)See “Underwriting” for a description of compensation payable to the underwriter. We have granted the underwriter an option to purchase up to an additional 1,425,855 shares of our common stock from us at the public offeringprice, less underwriting discounts and commissions, within 30 days from the date of this prospectus supplement. See “Underwriting” for moreinformation. The underwriter expects to deliver the shares to purchasers on or about September 12, 2025. Sole Bookrunning Manager Needham& Company The date of this prospectus supplement is September 11, 2025. Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDILUTIONUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF RIGHTSDESCRIPTION OF UNITSLEGAL OWNERSHIP OF SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINCORPORATION OF CERTAIN INFORMATION BY REFERENCEWHERE YOU CAN FIND ADDITIONAL INFORMATION Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated June21, 2024 are part of a registration statement on FormS-3that we filedwith the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) utilizing a “shelf”registration process or continuous offering. Under this shelf registration process, we may, from time to time, offer and sell in one or more offerings anysecurities described in the accompanying prospectus. This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of common stock and alsoadds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part, the accompanying prospectus, including the documents incorporated by referencetherein, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. Tothe extent there is a conflict between the information contained in this prospectus supplement, on the one hand, and the information contained in theaccompanying prospectus or in any document incorporated by reference that was filed with the SEC before the date of this prospectus supplement, onthe other hand, you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with astatement in another document having a later date—for example, a document incorporated by reference in the accompanying prospectus—the statementin the document having the later date modifies or supersedes the earlier statement. We have not, and the underwriter has not, authorized anyone to provide you with any information other than that contained or incorporated byreference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus that we have authorized for use in connectionwith this offering. We and the underwriter take no responsibility for, and can provide no assurance as to the reliability of, any other information thatothers may give you. The information contained in this prospectus supplement, the accompanying prospectus, any free writing prospectus that we haveauthorized for use in connection with this offering, including the documents incorporated by reference herein or therein, is accurate only as of therespective dates thereof, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus