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CUSIP No. 92347M 10 0
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13D
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Page
3
of 7
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Responses to each item of this Statement on Schedule 13D are incorporated by reference into the responses to
each other item, as applicable.
Item 1.
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Security and Issuer
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This Statement on Schedule 13D relates to the shares of Common Stock, par value $0.001 (the Shares), of Veritone, Inc., a Delaware corporation (the
Issuer). The principal executive offices of the Issuer are located at 575 Anton Boulevard, Costa Mesa, California, 92626.
Item 2.
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Identity and Background
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(a) This Statement on Schedule 13D is filed by Acacia Research Corporation, a Delaware corporation (Acacia or the Reporting Person).
Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Person that it and certain other persons constitute a group. Notwithstanding the foregoing, the Reporting Person may be
deemed to be part of a group with persons who are parties to that certain Voting Agreement dated August 15, 2016 by and among Acacia, the Issuer and certain other stockholders (the Other Parties) of the Issuer (the Voting
Agreement). The Reporting Person disclaims beneficial ownership of the Shares held by the Other Parties. See Item 6 below for a summary of the key terms of the Voting Agreement.
(b) The business address for the Reporting Person is 520 Newport Center Drive Newport Beach, California 92660.
(c) The full name of the Reporting Person is Acacia Research Corporation. The principal business address of Acacia is 520 Newport Center Drive Newport Beach,
California 92660. Acacias principal business is patent licensing.
(d) During the past five years, the Reporting Person has not been convicted of a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, the Reporting has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws.
(f) Acacia is a Delaware corporation.
Item 3.
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Source and Amount of Funds or Other Consideration
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As of the date hereof, the Reporting Person may be deemed to beneficially own an aggregate of 4,239,951 Shares after selling 1,000,000 Shares on
August 23, 2018 (the Sale). Prior to the Sale, Acacias Shares consisted of the following: (i) 1,523,746 Shares acquired upon the Issuers initial public offering (IPO) upon the conversion of a secured
convertible promissory note, originally issued on August 15, 2016 (the Veritone Loans), based on a conversion price of $13.6088 per share; (ii) 2,150,335 Shares acquired upon the IPO upon exercise of a warrant to purchase common
stock issued in August 2016 (the Primary Warrant), at an exercise price of $13.6088 per share; (iii) 295,439 Shares acquired upon the IPO upon conversion of a secured convertible promissory note, originally issued on March 14, 2017
(the Veritone Bridge Loan); (iv) 150,000 Shares issued in connection with the Veritone Bridge Loan (the Bridge Installment Shares) and (v) 1,120,431 Shares underlying warrants to purchase common stock that were issued in
connection with the Veritone Loans (the Four-Year Warrants), warrants issued upon the exercise of the Primary Warrant (the 10% Warrant) and warrants issued in conjunction with the Veritone Bridge Loan (the
Ten-Year
Warrants).
The source of funds for the acquisitions referenced above was as follows: (i) the
source of funds for the Shares acquired upon the conversion of the Veritone Loans and the Shares underlying the Four Year Warrants consisted of $20 million in loans to the Issuer; (ii) the source of funds for the Shares acquired upon the
exercise of the Primary Warrant and Shares underlying the 10% Warrant was an aggregate purchase price of $29.3 million; and (iii) the source of funds for the Shares acquired upon the conversion of the Veritone Bridge Loan, Bridge
Installment Shares and the Shares underlying the
Ten-Year
Warrants was a $4.0 million loan to the Issuer.
See Item 5 below for further information regarding the beneficial ownership of the Shares referenced above.