SCHEDULE: Veritone Insider Ryan Steelberg Boosts Stake Amidst New Capital Raise and Lock-Up

Veritone, Inc. has filed an Amendment No. 9 to Schedule 13D, disclosing Ryan Steelberg's increased beneficial ownership to 10.0% and his participation in a $1.0 million private placement, alongside a broader registered direct offering and a 75-day lock-up agreement for officers and directors.

Summary

• Amendment No. 9 to Schedule 13D was filed by Ryan Steelberg for Veritone, Inc., updating previous filings.
• Ryan Steelberg's beneficial ownership in Veritone, Inc. is 5,712,806 shares, representing 10.0% of the common stock.
• This percentage is calculated based on 47,552,742 shares of common stock outstanding as of June 27, 2025, plus 6,452,293 shares issued in the June 2025 Registered Direct Offering.
• On June 30, 2025, Veritone entered into a securities purchase agreement for a registered direct offering of 6,452,293 shares of common stock and pre-funded warrants to purchase up to an aggregate of 1,804,587 shares.
• Concurrently, on June 30, 2025, the RSS Trust (with Ryan Steelberg as trustee) agreed to purchase $1.0 million worth of Veritone common stock in a private placement.
• The price per share for the Steelberg Private Placement will be the greater of $1.41 (the consolidated closing bid price on June 27, 2025) and the consolidated closing bid price on the second full trading day after the filing of Veritone's Q2 Form 10-Q.
• The shares from the Steelberg Private Placement are not registered under the Securities Act of 1933 and are being offered pursuant to an exemption from registration.
• Veritone's directors and executive officers, including Ryan Steelberg, entered into a customary lock-up agreement prohibiting the sale or disposition of common stock or other convertible securities for 75 days after July 2, 2025, the closing date of the June 2025 Registered Direct Offering.

Sentiment

Score: 6

Explanation: The capital raise, particularly with significant insider participation from Ryan Steelberg, can be viewed as a positive signal of management confidence. However, the dilution from the new share issuance and the relatively low price point for the insider purchase temper the overall positive sentiment. The lock-up agreement is a standard practice in such offerings.

Positives

• Ryan Steelberg, a key insider and executive, is increasing his stake in the company through a $1.0 million private placement, signaling confidence in Veritone's future.

Negatives

• The registered direct offering and the private placement will result in dilution for existing shareholders due to the issuance of new shares.
• The price per share for the Steelberg Private Placement is tied to a floor of $1.41, which was the consolidated closing bid price on June 27, 2025, potentially indicating a lower valuation for the capital raise.

Risks

• Shares purchased in the Steelberg Private Placement are not registered under the Securities Act, which may limit their liquidity for the RSS Trust.
• The lock-up agreement restricts officers and directors from selling shares for 75 days, which could impact their personal liquidity during that period.

Future Outlook

The Steelberg Private Placement is expected to close on the third full trading day after the filing of Veritone's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (Q2 Form 10-Q), subject to satisfaction of certain closing conditions.

Industry Context

This filing primarily details a specific company's capital structure adjustments and insider ownership, rather than providing broad industry trends. The capital raise and insider participation are internal corporate finance events, though they may reflect the company's strategic needs or market conditions within its specific industry.

Corporate Governance

Related Party Transactions

• The RSS Trust, of which Ryan Steelberg (a reporting person and executive officer) is the trustee, entered into a Steelberg Purchase Agreement to buy $1.0 million worth of common stock from Veritone, Inc. in a private placement.

Stakeholder Impact

• Shareholders: Will experience dilution from the issuance of new shares in both the registered direct offering and the private placement. The insider purchase by Ryan Steelberg may be perceived as a positive signal of confidence.
• Management/Directors: Are subject to a 75-day lock-up period, restricting their ability to sell shares acquired or held prior to the offering.

Next Steps

• Filing of Veritone's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (Q2 Form 10-Q).
• Expected closing of the Steelberg Private Placement on the third full trading day after the Q2 Form 10-Q filing, subject to closing conditions.
• Adherence to the 75-day lock-up period by officers and directors following July 2, 2025.

Key Dates

Keywords

Veritone, Ryan Steelberg, Schedule 13D, beneficial ownership, registered direct offering, private placement, capital raise, insider buying, lock-up agreement, common stock, pre-funded warrants, dilution, corporate governance