Item 1.01. Entry into a Material Definitive Agreement.
Indenture and Notes
On November 19, 2021, Veritone, Inc., a Delaware corporation (the "Company"),
issued $201.25 million aggregate principal amount of its 1.75% convertible
senior notes due 2026 (the "Notes"). The Notes were issued pursuant to, and are
governed by, an Indenture (the "Indenture"), dated as of November 19, 2021, by
and among the Company and U.S. Bank National Association, as trustee (the
"Trustee"). Pursuant to the note purchase agreement, dated as of November 16,
2021, (the "Purchase Agreement"), by and among the Company, BofA Securities,
Inc. and UBS Securities LLC, both as representatives of the initial purchasers
of the Notes (the "Initial Purchasers"), the Company granted the Initial
Purchasers an option to purchase up to an additional $26.25 million aggregate in
principal amount of the Notes (the "Option"). The Initial Purchasers exercised
the Option in full on November 18, 2021.
The Notes will accrue interest at a rate of 1.75% per annum, payable
semi-annually in arrears on May 15 and November 15 of each year, beginning on
May 15, 2022. The Notes will mature on November 15, 2026, unless earlier
converted, redeemed or repurchase by the Company. The Notes may be settled in
cash, shares of the Company's common stock or a combination of cash and shares
of the Company's common stock, at the Company's election. Holders of the Notes
may convert all or any portion of their Notes at their option at any time prior
to the close of business on the business day immediately preceding May 15, 2026
subject to certain conditions described in the Indenture and on or after May 15,
2026 but prior to the close of business on the second scheduled trading day
immediately preceding the maturity date, regardless of condition. The initial
conversion rate for the Notes is 27.2068 shares of the Company's common stock
per $1,000 principal amount of Notes (which represents an equivalent to an
initial conversion price of approximately $36.76 per share of the Company's
common stock). The conversion rate of the Notes is subject to adjustments in
some events but will not be adjusted for any accrued and unpaid interest. In
addition, following certain corporate events that constitute a "Make-Whole
Fundamental Change" (as defined in the Indenture) that occur prior to the
maturity date or following the Company's issuance of a notice of redemption, the
Company will, in certain circumstances, increase the conversion rate for a
holder who elects to convert its Notes in connection with such a corporate event
or who elects to convert its Notes called (or deemed called) for redemption
during the related redemption period, as the case may be.
The Company may not redeem the Notes prior to November 20, 2024. The Company may
redeem for cash all or any portion of the Notes (subject to the "Partial
Redemption Limitation" as described in the Indenture) at the Company's option at
any time, and from time to time, on or after November 20, 2024 if the last
reported sale price of the Company's common stock has been at least 130% of the
conversion price then in effect for at least 20 trading days (whether or not
consecutive) during any 30 consecutive trading day period (including the last
trading day of such period) ending on, and including, the trading day
immediately preceding the date on which the Company provides notice of
redemption at a redemption price equal to 100% of the principal amount of the
Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the
If the Company undergoes a "Fundamental Change" (as defined in the Indenture)
prior to the maturity date, subject to certain conditions, noteholders may
require the Company to repurchase for cash all or any portion of their Notes in
principal amounts of $1,000 or a multiple thereof. The fundamental change
repurchase price will be equal to 100% of the principal amount of the Notes to
be repurchased, plus accrued and unpaid interest to, but excluding, the
fundamental change repurchase date. The definition of Fundamental Change
includes, a phrase relating to the sale, lease or other transfer of "all or
substantially all" of the Company's consolidated assets.
The Indenture includes customary provisions relating to the occurrence of
"Events of Default" (as defined in the Indenture), which includes the following:
(i) certain payment defaults on the Notes (which, in the case of a default in
the payment of interest on the Notes, is subject to a 30-day cure period); (ii)
the Company's failure to comply with its obligation to convert the Notes in
accordance with the Indenture; (iii) the Company's failure to timely send
notices under the Indenture with respect to Fundamental Changes, Make-Whole
Fundamental Changes and certain other corporate transactions; (iv) the Company's
failure to comply with certain covenants in the Indenture relating to the
Company's ability to enter into certain corporate transactions; (v) a default by
the Company in its other obligations or agreements under the Indenture or the
Notes if such default is not cured or waived within 60 days after notice is
given in accordance with the Indenture; (vi) certain defaults by the Company or
any of the Company's other significant subsidiary with respect to other
indebtedness for borrowed money of at least $10,000,000 in the aggregate; and
(vii) certain events of bankruptcy, insolvency and reorganization involving the
Company or any of the Company's other significant subsidiaries.
If an Event of Default involving bankruptcy, insolvency or reorganization events
with respect to the Company occurs, then the principal amount of, and all
accrued and unpaid interest on, all of the Notes then outstanding will
. . .
Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet
The disclosure set forth in Item 1.01 above is incorporated by reference into
this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth in Item 1.01 above is incorporated by reference into
this Item 3.02. The Company offered and sold Notes to the Initial Purchasers in
reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, (the
"Securities Act"), and for resale by the Initial Purchasers to persons
reasonably believed to be qualified institutional buyers pursuant to the
exemption from registration provided by Rule 144A under the Securities Act. The
Company relied on these exemptions from registration based in part on
representations made by the Initial Purchasers in the Purchase Agreement. The
shares of the common stock issuable upon conversion of the Notes, if any, have
not been registered under the Securities Act and may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements Securities Act.
To the extent that any shares of the common stock are issued upon conversion of
the Notes, we anticipate that the shares will be exempt from registration under
the Securities Act by virtue of Section 3(a)(9) thereof, because no commission
or other remuneration is expected to be paid in connection with conversion of
the Notes and any resulting issuance of shares of the common stock.
Item 8.01. Other Events.
On November 16, 2021, the Company issued press releases announcing that it had
launched and priced the previously described offering of the Notes. Copies of
the press releases are attached as Exhibits 99.1 and 99.2, respectively, to this
Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
EXHIBIT NO. DESCRIPTION
4.1 Indenture, dated as of November 19, 2021, by and among Veritone,
Inc. and U.S. Bank National Association, as trustee relating to the
1.75% Convertible Senior Notes due 2026.
4.2 Form of face of note representing the 1.75% Convertible Senior Notes
due 2026 (included as Exhibit A to Exhibit 4.1).
10.1 Form of Capped Call Transactions Confirmation.
99.1 Press Release of Veritone, Inc. dated November 16, 2021
99.2 Press Release of Veritone, Inc. dated November 16, 2021
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
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