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  CORRESP

     John-Paul Motley

+1 213 561 3204

jpmotley@cooley.com

  January 3, 2025

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Technology

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Becky Chow and Stephen Krikorian

  Re:	Veritone, Inc.

  Form 10-K filed on April 1, 2024

  Comment Letter dated December 6, 2024
File No. 001-38093

  Ladies and Gentlemen:

  On behalf of Veritone, Inc. (the “Company”), this letter sets forth the Company’s responses to the comments provided by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in a letter dated December 6, 2024 (the “Comment Letter”) relating to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) filed with the Commission on April 1, 2024.

  For your convenience, each comment of the Staff from the Comment Letter has been set forth in italics below and each of the Company’s responses have been provided immediately thereafter. Please note that the headings and numbering set forth below correspond to the headings and numbering reflected in the Comment Letter.

  Form 10-K for the year ended December 31, 2023

  Item 7. Management’s 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.

     U.S. Securities and Exchange Commission

January 3, 2025

Page 2

  Response:

  The Company respectfully advises the Staff that, in future filings, the Company will include a discussion of the change in GAAP gross profit and GAAP gross margin, the most directly comparable GAAP numbers to non-GAAP gross profit and non-GAAP gross margin, in substantially the format shown below (indicative for the Company’s Annual Report on Form 10-K for the year ending December 31, 2024):

  For the year ended December 31, 2024, our total revenues were $[__] million as compared to $127.6 million for the year ended December 31, 2023, a[n] [increase/decrease] of [__]%, driven by [_____].Our gross profit for the year ended December 31, 2024 was $[__] million as compared to $[__] million for the year ended December 31, 2023, a[n] [increase/decrease] of [__]%, driven by [_____]. Our gross margin for the year ended December 31, 2024 was a negative [   ]%, a change of [   ]%, compared to our gross margin of [__]% for the year ended December 31, 2023, primarily due to [_______]. For the year ended December 31, 2024, our non-GAAP gross margin (calculated as described in “Non-GAAP Financial Measures” below) [increased/decreased] to approximately [__]% as compared to [__]% for the year ended December 31, 2023, driven by [_______]. Historically, our gross margin and non-GAAP gross margin have been impacted significantly by the mix of our Software Products & Services revenue and our Managed Services revenue in any given period because our Managed Services revenue typically has a lower overall non-GAAP gross margin than our Software Products & Services revenue. We expect our revenue mix to have less of an impact in future periods because our Managed Services revenue will meaningfully decrease as a result of our sale of our wholly owned subsidiary, Veritone One LLC in October 2024. Gross profit and non-GAAP gross profit (calculated as described in “Non-GAAP Financial Measures” below) are also dependent upon our ability to grow our revenue by expanding our customer base and increasing business with existing customers, and to manage our costs by negotiating favorable economic terms with cloud computing providers such as AWS and Microsoft Azure. While we are focused on continuing to improve our gross profit and non-GAAP gross profit, our ability to attract and retain customers to grow our revenue will be highly dependent on our ability to implement and continually improve upon our technology and services and improve our technology infrastructure and operations as we experience increased network capacity constraints due to our growth.

  Non-GAAP Financial Measures and Key Performance Indicators, page 41

  2.We note your disclosure that you believe the non-GAAP measures to be importance 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.

     U.S. Securities and Exchange Commission

January 3, 2025

Page 3

  Response:

  The Company respectfully advises the Staff that it intends to provide the following non-GAAP financial measures in future filings: non-GAAP gross profit, non-GAAP gross margin, non-GAAP net income (loss), and non-GAAP net income (loss) per share.  In future filings that include these non-GAAP measures, the Company also intends to provide the explanation below for why the Company believes that such non-GAAP measures are useful to investors in evaluating the Company’s financial condition and results from operations. As noted in the response to comment 5 below, the Company will no longer provide the following non-GAAP financial measures in its future filings: pro-forma software revenue, non-GAAP cost of revenue, non-GAAP sales and marketing expenses, non-GAAP research and development expenses, non-GAAP general and administrative expenses, non-GAAP loss from operations, non-GAAP other expense, net, and non-GAAP loss before income taxes.

  Non-GAAP gross profit is calculated as gross profit with adjustments to add back depreciation and amortization and stock-based compensation expense. Non-GAAP gross margin is defined as Non-GAAP gross profit divided by revenue. Non-GAAP net income (loss) and non-GAAP net income (loss) per share is calculated as the Company’s net income (loss) and net income (loss) per share, adjusted to exclude loss (income) from discounted operations, net of income tax, (benefit) provision for income taxes, depreciation expense, amortization expense, stock-based compensation expense, changes in fair value of contingent consideration, interest expense, net, foreign currency gains and losses, gain on debt extinguishment, acquisition and due diligence costs, gain or loss on sale of investment assets, loss from business held for sale, variable consultant performance bonus expense, and severance and executive transition costs.

  We present non-GAAP gross profit, non-GAAP gross margin, non-GAAP net income (loss), and non-GAAP net income (loss) per share because management believes such information to be important supplemental measures of performance that are commonly used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management also uses this information internally for forecasting, budgeting and measuring annual bonus compensation targets for its executive personnel, including its named executive officers. Our non-GAAP gross profit and non-GAAP gross margin allow investors and our management team to analyze our operating performance by excluding expenses that are not directly related to the cost of providing goods and services. Our non-GAAP net income (loss) provides our management and investors consistency and comparability with our past financial performance and facilitates period-to-period comparisons of operations, as it eliminates the effect of items that are often unrelated to overall operating performance.

  These non-GAAP financial measures are not calculated and presented in accordance with GAAP and should not be considered as an alternative to net income (loss), operating income (loss) or any other financial measures so calculated and presented, nor as an alternative to cash flow from operating activities as a measure of liquidity. Other companies (including our competitors) may define these non-GAAP financial measures differently. These non-GAAP measures may not be indicative of our historical operating results or predictive of potential future results. Investors should not consider this supplemental non-GAAP financial information in isolation or as a substitute for analysis of our results as reported in accordance with GAAP.

     U.S. Securities and Exchange Commission

January 3, 2025

Page 4

  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 SK. 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.

  Response:

  In response to the Staff’s comment, in future filings, the Company will present GAAP measures of gross profit and gross margin with equal or greater prominence than non-GAAP gross profit and non-GAAP gross margin, and will include the necessary reconciliations of non-GAAP gross profit and non-GAAP gross margin to the GAAP measures of gross profit and gross margin, respectively.

  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.

  Response:

  The Company respectfully advises the Staff that it believes the add-backs for variable consultant performance bonus expense and severance and executive transition costs are consistent with, and permissible under, the guidance in Question 100.01 in the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

  The add-back for variable consultant performance bonus expense related solely to payments made under a consulting agreement with Chad Steelberg to ensure a smooth transition after his resignation as Chief Executive Officer. Chad Steelberg had been the Company’s Chief Executive Officer since its inception in June 2014 until his resignation on December 31, 2022. Under the consulting agreement, the Company paid to Chad Steelberg a fixed monthly fee and potential performance bonus payments based on the achievement of certain technological milestones that Chad Steelberg contributed to. The Company did not adjust for the fixed monthly cost of the consulting agreement with Chad Steelberg, because it viewed such monthly fee as an ordinary course expense. The Company did, however, add back the variable performance bonus expense because the Company viewed the performance bonus as unique to technological milestones that Chad Steelberg was being requested to focus on during his transition and not a normal, recurring operating expense. Further, the Company and Chad Steelberg amended in the consulting agreement in January 2024 to remove the performance bonus payments.  Therefore, Chad Steelberg was paid a bonus only for his services during 2023 and the add-back will not appear in 2024 or future periods.

  The add-back for severance and executive transition costs included severance expenses related to the departure of Chad Steelberg as Chief Executive Officer and expenses related to cost reduction measures implemented by the new Chief Executive Officer to reflect a restructuring of the organization and the implementation of a new strategic plan to return the Company to its core business. The Company

     U.S. Securities and Exchange Commission

January 3, 2025

Page 5

  viewed these expenses as incident only to the transition in Chief Executive Officer, both to assist in a smooth transition in leadership and to implement the strategic plan to return the Company to its core business and optimize the Company’ s operational performance. These costs were made up principally of severance and transition costs that were non-recurring in nature and implemented in a discrete period of less than 18 months.

  For these reasons, the Company does not view add-backs for variable consultant performance bonus and severance and executive transition costs as normal, recurring operating expenses and the Company believes the adjustments are consistent with, and permissible under, the guidance in Question 100.01.

  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.

  Response:

  The Company respectfully advises the Staff that, in response to this comment and comment 3 above, the Company will no longer provide the following non-GAAP financial measures in its future filings: pro-forma software revenue, non-GAAP cost of revenue, non-GAAP sales and marketing expenses, non-GAAP research and development expenses, non-GAAP general and administrative expenses, non-GAAP loss from operations, non-GAAP other expense, net, and non-GAAP loss before income taxes. The Company expects to continue providing the following non-GAAP financial measures in its future filings: non-GAAP gross profit, non-GAAP gross margin, non-GAAP net income (loss), and non-GAAP net income (loss) per share.

  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 disaggregat