ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we filed with the
U.S. Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Securities Act), utilizing a shelf registration or continuous offering process. Under this shelf registration
process, the selling stockholders may, from time to time, sell up to 3,008,540 shares of common stock, at prices and on terms to be determined by market conditions at the time of the offering.
This prospectus provides you with a general description of the common stock and how the selling stockholders may sell the shares of common
stock covered by this prospectus. When the selling stockholders sell common stock pursuant to the registration statement of which this prospectus forms a part, we, or parties acting on our behalf, will, if required, provide a prospectus supplement
and/or free writing prospectus that will contain specific information about the terms of that offering. The applicable prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus. If the
information varies between this prospectus and the accompanying prospectus supplement or free writing prospectus, you should rely on the information in the prospectus supplement or free writing prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus, any prospectus supplement and any free
writing prospectus prepared by or on behalf of us or to which we have referred you. We have not authorized anyone, including the selling stockholders, to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.
Before purchasing any common stock, you should carefully read this prospectus, any prospectus supplement and any free writing prospectus,
together with the additional information described under the heading Incorporation by Reference. You should assume that the information contained in this prospectus, any prospectus supplement or any free writing prospectus is accurate
only as of the date on its respective cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of
operations and prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of
the summaries contained herein are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement
of which this prospectus is a part, and you may obtain copies of those documents as described under the heading Where You Can Find More Information.
This prospectus and any applicable prospectus supplement or free writing prospectus do not constitute an offer to sell or the solicitation of
an offer to buy any common stock other than the shares of common stock to which they relate. Neither we nor the selling stockholder are making offers to sell any common stock in any jurisdiction in which an offer or solicitation is not authorized or
in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation.
No action is being taken in any jurisdiction outside the United States to permit a public offering of the common stock or possession or
distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the
distribution of this prospectus applicable to that jurisdiction.
In this prospectus, references to Veritone, the
Company, the registrant, we, our, and us, refer to Veritone, Inc., collectively with our subsidiaries. The phrase this prospectus refers to this prospectus and any applicable
prospectus supplement, unless the context requires otherwise. All references to common stock in this prospectus refer to shares of common stock of Veritone, Inc., par value $0.001 per share.
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