Veritone (VEK) Risk Analysis
Risk Overview Q2, 2026
Source: the company's latest filing for the period ended Jun 30, 2026, filed Aug 13, 2026
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1Future issuances and sales of our common stock, including under our at-the-market program, our equity incentive plans and upon conversion of our Convertible Notes, will dilute our stockholders and may depress the market price of our common stock.
We have historically financed our operations in part through the sale of equity securities, and we expect to continue to require additional capital. In May 2026, we entered into the May 2026 Sales Agreement, under which we may offer and sell shares of our common stock having an aggregate offering price of up to $50.0 million from time to time in "at-the-market" offerings. Sales under this program are made at prevailing market prices, which have declined significantly, and as a result we may be required to issue a substantial number of shares to raise our desired amount of capital. In addition, on July 7, 2026, our stockholders approved an amendment to our certificate of incorporation increasing our authorized shares of common stock from 150,000,000 to 225,000,000 shares, approved the Second Amended and Restated 2023 Equity Incentive Plan, which increased the number of shares authorized for issuance thereunder by 3,000,000 shares, and approved time-based and performance-based restricted stock unit awards to our Chief Executive Officer. The issuance of shares under our at-the-market program, upon settlement or exercise of outstanding equity awards and warrants, upon conversion of our Convertible Notes, and in connection with any future financings or acquisitions, will dilute the ownership interests of our existing stockholders. These issuances or sales, or the perception that they may occur, could cause the market price of our common stock to decline. Because of our need for additional capital and the current market price of our common stock, any such financings may be significantly dilutive and may be on terms unfavorable to us and to our existing stockholders.
- Corporate Activity and Growth - Risk 2Our June 2026 restructuring plan may not achieve its intended cost savings and may adversely affect our business.
In June 2026, we made the decision to implement a restructuring plan (the "Expense Reduction Plan") that includes a reduction of our workforce by at least 25% of our employee count as of March 31, 2026, together with reductions in certain third-party operating costs. The first phase of the Expense Reduction Plan has been completed. We are targeting additional cost reductions by year-end 2026, representing total annualized operating expense reductions of approximately 15% to 20%, with further reductions planned for 2027. We may not realize, in full or in part, the anticipated cost savings, operating efficiencies or other benefits of the Expense Reduction Plan within the expected timeframe or at all, and have incurred charges, including severance and other termination-related costs, in connection with the Expense Reduction Plan. The Expense Reduction Plan may be disruptive to our operations, including through the loss of institutional knowledge, the attrition of employees beyond our intended reductions, the diversion of management's attention, and adverse effects on our ability to attract and retain qualified personnel and on employee morale and productivity. In addition, the reductions could impair our ability to execute on our growth initiatives, including in VDR and the Public Sector, or to respond to new business opportunities. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.
Risk Highlights Q2, 2026
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 40
- Share Price & Shareholder Rights - Risk 1AddedFuture issuances and sales of our common stock, including under our at-the-market program, our equity incentive plans and upon conversion of our Convertible Notes, will dilute our stockholders and may depress the market price of our common stock.
We have historically financed our operations in part through the sale of equity securities, and we expect to continue to require additional capital. In May 2026, we entered into the May 2026 Sales Agreement, under which we may offer and sell shares of our common stock having an aggregate offering price of up to $50.0 million from time to time in "at-the-market" offerings. Sales under this program are made at prevailing market prices, which have declined significantly, and as a result we may be required to issue a substantial number of shares to raise our desired amount of capital. In addition, on July 7, 2026, our stockholders approved an amendment to our certificate of incorporation increasing our authorized shares of common stock from 150,000,000 to 225,000,000 shares, approved the Second Amended and Restated 2023 Equity Incentive Plan, which increased the number of shares authorized for issuance thereunder by 3,000,000 shares, and approved time-based and performance-based restricted stock unit awards to our Chief Executive Officer. The issuance of shares under our at-the-market program, upon settlement or exercise of outstanding equity awards and warrants, upon conversion of our Convertible Notes, and in connection with any future financings or acquisitions, will dilute the ownership interests of our existing stockholders. These issuances or sales, or the perception that they may occur, could cause the market price of our common stock to decline. Because of our need for additional capital and the current market price of our common stock, any such financings may be significantly dilutive and may be on terms unfavorable to us and to our existing stockholders.
- Share Price & Shareholder Rights - Risk 2If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
The trading market for our common stock will rely in part on the research and reports that securities or industry analysts publish about us and our business. If one or more of the analysts who cover us downgrades our common stock or issues other unfavorable commentary or research the price of our common stock may decline. If one or more analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which in turn could cause the trading price or trading volume of our common stock to decline and could result in the loss of all or part of your investment in us.
- Share Price & Shareholder Rights - Risk 3Conversion or exercise of outstanding equity-linked securities may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock.
We have a substantial number of shares of our common stock reserved for issuance upon the exercise of stock options, settlement of restricted stock units, exercise of warrants, including pre-funded warrants, and upon conversion of our Convertible Notes. The exercise or conversion of some or all of these securities may dilute the ownership interests of our stockholders. Upon conversion of our Convertible Notes, we have the option to pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock. If we elect to settle our conversion obligation in shares of our common stock or a combination of cash and shares of our common stock, any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock. In addition, the existence of the Convertible Notes may encourage short selling by market participants because the conversion of the Convertible Notes could be used to satisfy short positions, or anticipated conversion of the Convertible Notes into shares of our common stock could depress the price of our common stock.
- Share Price & Shareholder Rights - Risk 4Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.
Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for: - any derivative action or proceeding brought on our behalf;- any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or to our stockholders;- any action asserting a claim against us arising pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; or - any action asserting a claim against us governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to this provision of our amended and restated certificate of incorporation. This choice-of-forum provision may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable or convenient for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
- Share Price & Shareholder Rights - Risk 5Our anti-takeover provisions could prevent or delay a change in control of our company, even if such change in control would be beneficial to our stockholders.
Provisions of our amended and restated certificate of incorporation and amended and restated bylaws as well as provisions of Delaware law could discourage, delay or prevent a merger, acquisition or other change in control of our company, even if such change in control would be beneficial to our stockholders. These include: - authorizing the issuance of "blank check" preferred stock that could be issued by our Board to increase the number of outstanding shares and thwart a takeover attempt;- a provision for a classified board of directors so that not all members of our Board are elected at one time;- the removal of directors only for cause;- no provision for the use of cumulative voting for the election of directors;- limiting the ability of stockholders to call special meetings;- requiring all stockholder actions to be taken at a meeting of our stockholders (i.e., no provision for stockholder action by written consent); and - establishing advance notice requirements for nominations for election to the Board or for proposing matters that can be acted upon by stockholders at stockholder meetings. In addition, the Delaware General Corporation Law prohibits us, except under specified circumstances, from engaging in any mergers, significant sales of stock or assets or business combinations with any stockholder or group of stockholders who owns at least 15% of our common stock. Additionally, certain provisions in the indenture governing our Convertible Notes may make it more difficult or expensive for a third party to acquire us. For example, the indenture will generally require us to repurchase the Convertible Notes for cash upon the occurrence of a fundamental change of us and, in certain circumstances, to increase the conversion rate for a holder that converts its Convertible Notes in connection with a make-whole fundamental change. A takeover of us may trigger the requirement that we repurchase the Convertible Notes and/or increase the conversion rate, which could make it more costly for a potential acquiror to engage in such takeover. Such additional costs may have the effect of delaying or preventing a takeover of us that would otherwise be beneficial to stockholders.
- Share Price & Shareholder Rights - Risk 6We are a "smaller reporting company" and "non-accelerated filer" under the U.S. federal securities laws, and the reduced reporting requirements applicable to smaller reporting companies and non-accelerated filers could make our common stock less attractive to investors.
We are a "smaller reporting company." For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies, including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. Investors may not find our common stock attractive because we rely on these reduced disclosure requirements. In addition, we qualify as a non-accelerated filer. For as long as we continue to be a non-accelerated filer, we will not be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
- Share Price & Shareholder Rights - Risk 7Our common stock price has been extremely volatile and could continue to fluctuate widely in price, which could result in substantial losses for investors.
The market price of our common stock has been, and we expect will continue to be, subject to extreme fluctuations over short periods of time. For example, the closing price of our common stock has ranged from a low of $1.22 to a high of $8.39 during the 12-month period ended April 10, 2026. Prior to that, from the completion of our initial public offering ("IPO") on May 12, 2017 through April 10, 2025, the closing price of our common stock has ranged from a low of $1.49 to a high of $65.91. These fluctuations may be due to various factors, many of which are beyond our control, including: - the volume and timing of our revenues and quarterly variations in our results of operations or those of others in our industry;- announcement of new contracts with customers or termination of contracts with customers;- announcement of acquisitions of other companies or businesses, or other significant strategic transactions;- announcement of equity or debt financing transactions;- the introduction of new services, content or features by us or others in our industry;- - media exposure of our products or of those of others in our industry;- sales of our common stock;- speculative trading practices of certain market participants;- changes in earnings estimates or recommendations by securities analysts; and - general economic and market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors. In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the listed companies. Broad market and industry factors may significantly affect the market price of our common stock, regardless of our actual operating performance. These fluctuations have been, and may continue to be, even more pronounced in the trading market for our common stock. In addition, in the past, class action litigation has often been instituted against companies whose securities have experienced periods of volatility in market price. Securities litigation brought against us following volatility in our stock price, regardless of the merit or ultimate results of such litigation, could result in substantial costs, which would hurt our financial condition and operating results and divert management's attention and resources from our business.
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