SecProbe.io

December 6, 2024
Michael L. Zemetra
Chief Financial Officer and Treasurer
Veritone, Inc.
1615 Platte Street, 2nd Floor
Denver, Colorado, 80202
Re:Veritone, Inc.
Form 10-K filed on April 01, 2024
File No. 001-38093
Dear Michael L. Zemetra:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K filed on April 01, 2024
Item 7. Management & Discussion and Analysis of Financial Condition and Results of
Operations.
Opportunities, Challenges and Risks , page 39
1.We note your disclosure that non-GAAP gross margin is impacted significantly by the
mix of your Software Products & Services and your Managed Services revenue in any
given period because your Managed Services revenue typically has a lower overall
non-GAAP gross margin than your Software Products & Services revenue, and
your discussion the reasons for the change in the non-GAAP margin; however, you do
not provide a discussion of the change in the GAAP amounts. Please revise to include
a discussion of the GAAP amounts and ensure it is more  prominent  than the
discussion of the respective non-GAAP measures. Refer to
Items 303(c)(2) and 10(e)(1)(i) of Regulation S-K.
Non-GAAP Financial Measures and Key Performance Indicators, page 41
We note your disclosure that you believe the non-GAAP measures to be importance 2.

December 6, 2024
Page 2
supplemental measures of performance that are commonly used by securities analysts,
investors and other interested parties in the evaluation of companies in your industry
and that you use this information internally for forecasting and budgeting. In that
regard, please tell us in further detail and expand your disclosure to address each of
the non-GAAP measures presented as to how and why each individual measure is
useful to investors regarding your financial condition and results of operations. We
note you present non-GAAP measures for every single income statement line item.
Refer to Item 10(e )(i)(C) and (D) of Regulation S-K.
3.We note your presentation and discussion of non-GAAP gross profit and non-GAAP
gross margins without presenting the most directly comparable GAAP measures
of gross profit and gross margins. If you continue to present those non-GAAP
measures you must include GAAP measures of gross profit and gross margins with
equal or greater prominence in accordance with Item 10(e)(1)(i)(A) of Regulation S-
K. That is, the non-GAAP gross profit must be reconciled to directly comparable
measure which is the gross profit and margin calculated and presented in accordance
with Generally Accepted Accounting Principles. Refer
to Item 10(e)(1)(i)(B) of Regulation S-K. Please revise or remove from future filings.
4.We note your non-GAAP measures include adjustments for variable consultant
performance bonus expense, and severance and executive transition costs. Please tell
us how you considered whether these costs are a normal, recurring operating expense
for which a non-GAAP adjustment is inconsistent with Question 100.01 in the
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

5.We note your non-GAAP reconciliation tables presented on page 43 give the
appearance of a full non-GAAP income statement. Please note that the presentation of
a full non-GAAP income statement, or a presentation that gives the appearance of
one, may place undue prominence on the non-GAAP information and give the
impression that the non-GAAP income statement represents a comprehensive basis of
accounting. Please advise or remove this presentation in your future filings. To the
extent you wish to present any of the non-GAAP measures, you could present a
separate reconciliation for each non-GAAP measure and provide all the disclosures
required by Item 10(e)(1)(i) of Regulation S-K including quantification and
description of each adjustment individually. Refer to Question 102.10(a) and (c) of
the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
6.We note that you separately present a reconciliation of GAAP net loss to non-GAAP
net loss for Core operations, Corporate and Total. Please clarify why excluding the
Corporate adjustments from the Core operations is consistent with Question 100.1
of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.
In this regard, it appears that the amount presented as "Corporate net loss" represents
adjustments to GAAP net loss that are normal, recurring operating expenses. Further,
be advised that "Total" GAAP net loss appears to be directly comparable financial
measure calculated and presented in accordance with GAAP and not the
disaggregated net losses. Refer to Item 10(e)(1)(i)(A) and (B) of Regulation S-K. In
this regard, the Core operations and Corporate net losses are not measures
presented in accordance with GAAP.

December 6, 2024
Page 3
Software Products & Services Supplemental Financial Information, page 44
7.Please confirm whether you intend to continue to disclose the “Pro Forma Software
Revenue” in your 2024 Form 10-K. In this regard, we note that the Pro Forma
Software Revenue amount presented in the table on page 44 does not agree to the
same total presented on page 45. If there are other reconciling items, please disclose
and confirm that those other reconciling are appropriate. We refer you to Questions
100.04 and 100.05 in the Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures and to Item 10(e)(i)(A) of Regulation S-K.
Managed Services Supplemental Financial Information, page 45
8.Please clarify what product line "Revenue during quarter" represents and confirm
whether the amounts presented are being recognized in accordance with GAAP. In
this regard, we note that the amounts do not agree to amounts presented in your
disaggregated revenue footnote disclosure on page 92. We refer to you to Question
104.5 in the Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
Note 3. Business Combinations and Diverstiture, page 77
9.Please clarify how your presentation of unaudited pro forma financial information
complies with ASC 805-10-50-2(h)(3). The pro forma table on page 79 appears to
present only the revenue of the acquired company and not the revenue and earnings of
the combined companies. In addition, tell us your consideration of providing the
disclosures in ASC 805-10-50-2(h) for acquisitions that occurred during 2022.  Please
advise and revise in future filings.
Notes to consolidated financial statements
Note 4 - Debt
Senior Secured Term Loan, page 83
10.Tell us how you accounted for issuance of the Senior Secured Term Loan (the "Term
Loan") and warrants collectively with the extinguishment of $50.0 million of your
2026 Convertible Senior Notes. Provide an analysis with citations to literature that
supports your accounting. Please clarify how you calculated the gain on debt
extinguishment. Also, describe your basis for determining the initial discount and the
value of the warrants. Refer to ASC 470-20-25-2 and 835-30. In addition,
please provide a reconciliation table for the carrying value of the Senior Secured Term
Loan as of December 31, 2023 and December 31, 2022. Ensure that your presentation
complies with example in ASC 835-30-55-8.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.

December 6, 2024
Page 4
            Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at 202-551-3488
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology