What the changes say
- Going concern doubts are now driven by the upcoming November 2026 Convertible Notes maturity rather than general debt service.
- Net losses escalated to $111.7 million in fiscal 2025 with accumulated deficit reaching $579.0 million.
- International footprint expanded to include the UK, Europe, Israel, Australia, and India.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Our Financial Condition
If we fail to grow the business for our aiWARE platform, including our VDR product, our business, results of operations and financial condition will suffer
Failure to grow the aiWARE platform and VDR product would harm our business due to unproven AI markets and public scrutiny.
- NewRisks Related to Our Business and Our Financial Condition
Our international operations expose us to significant risks, and we intend to continue expanding international operations going forward
Expanding international operations in regions like the UK, Israel, and India exposes us to regulatory, tax, and geopolitical risks.
- NewRisks Related to Our Business and Our Financial Condition
If we do not comply with transfer pricing, income tax, customs duties, VAT, and similar regulations, we may be subject to additional taxes, customs duties, interest, and penalties in material amounts, which could materially harm our financial condition and operating results
Non-compliance with transfer pricing, customs duties, and VAT regulations could trigger material tax penalties from the IRS and foreign authorities.
- NewRisks Related to our Indebtedness and Liquidity
We may require additional capital to grow our business or repay or refinance our Convertible Notes maturing in November 2026, and this capital might not be available to us on acceptable terms, if at all
- NewRisks Related to our Indebtedness and Liquidity
If we are not able to achieve cost savings from our planned cost reduction measures, we will need additional liquidity to continue our operations for the foreseeable future, including over the next twelve months. We may also require additional capital to repay or refinance our Convertible Notes as they come due
We need cost savings or additional liquidity to survive the next twelve months and repay our Convertible Notes.
- NewRisks Related to Regulatory Compliance
Our data processing activities subject us to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements and other obligations relating to data privacy and security
State-level privacy laws and consumer protection regulations impose strict compliance standards and statutory fines on our data processing activities.
Dropped
- DroppedRisks Related to Our Business and Our Financial Condition
We recently sold Veritone One, our full-service advertising agency, which represented approximately 25% of our revenue for the twelve months ended December 31, 2024. As a result, our revenue following the sale of Veritone One has been and will continue to be reduced and our business will be less diversified
- DroppedRisks Related to Our Business and Our Financial Condition
If we fail to develop a successful business for our aiWARE platform, our business, results of operations and financial condition will suffer
Sale of advertising agency Veritone One.
- DroppedRisks Related to Our Business and Our Financial Condition
general administration, including legal, accounting and other expenses
- DroppedRisks Related to Our Business and Our Financial Condition
achieving anticipated cross-selling opportunities and eliminating any redundant operations with respect to the acquired business
Risk of failing to develop aiWARE.
- DroppedRisks Related to Our Business and Our Financial Condition
We have expanded our international operations, including in the second half of 2023 as a result of our Broadbean acquisition, which exposes us to significant risks, and we intend to continue expanding international operations going forward
- DroppedRisks Related to our Indebtedness and Liquidity
Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our operations to pay our debt obligations
- DroppedRisks Related to our Indebtedness and Liquidity
If we are not able to achieve certain cost synergies from our prior acquisitions, cost savings from our planned cost reduction measures, or raise sufficient capital through capital-raising transactions, we will need additional liquidity to continue our operations over the next twelve months
General administration expenses.
- DroppedRisks Related to our Indebtedness and Liquidity
The Credit Agreement governing our Term Loan contains debt service obligations and restrictive covenants that may impair our ability to access sufficient capital and operate our business
- DroppedRisks Related to our Indebtedness and Liquidity
Any adverse change in market interest rates could increase our interest costs on existing and future debt and could adversely affect our stock price
Cross-selling and acquisitions integration.
- DroppedRisks Related to the Ownership of Our Securities and Our Public Company Operations
general economic and market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors
Broadbean acquisition international expansion.
- DroppedRisks Related to the Ownership of Our Securities and Our Public Company Operations
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired
- DroppedRisks Related to the Ownership of Our Securities and Our Public Company Operations
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
- DroppedRisks Related to the Ownership of Our Securities and Our Public Company Operations
any action asserting a claim against us governed by the internal affairs doctrine
Reworded
- 100% rewrittenRisks Related to Regulatory Compliance
In the ordinary course of business, we process sensitive data. Our customers also utilize our Software Products & Services and Managed Services to process sensitive data, which may contain personal data that is subject to data protection and privacy laws in various jurisdictions
Updated to specify that we and our customers process sensitive personal data utilizing Software Products and Managed Services.
Was: In the ordinary course of business, we process sensitive information. Our customers also utilize our Software Products & Services and Managed Services to process sensitive information, which may contain personal data that is subject to data protection and privacy laws in various jurisdictions
- 87% rewrittenRisks Related to the Ownership of Our Securities and Our Public Company Operations
Our common stock price has been extremely volatile and could continue to fluctuate widely in price, which could result in substantial losses for investors
Updated the common stock price trading range to a low of $1.22 and a high of $8.39 through April 10, 2026.
- 83% rewrittenRisks Related to the Ownership of Our Securities and Our Public Company Operations
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
Replaced references from convertible note indentures to Delaware General Corporation Law regarding 15% stockholder business combination restrictions.
- 69% rewrittenRisks Related to Our Business and Our Financial Condition
Our ability to continue as a going concern depends on, among other factors, our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond our control
Shifted going concern doubt focus explicitly to the upcoming maturity of our Convertible Notes alongside historical losses.
- 67% rewrittenRisks Related to Our Business and Our Financial Condition
We have had a history of losses and we may be unable to achieve or sustain profitability
Updated net losses to $111.7 million for fiscal 2025 and accumulated deficit to $579.0 million.
- 60% rewrittenRisks Related to Target Markets, Competition, and Customers
We generate significant revenue from a limited number of key customers which may cause our revenues for future periods to be less predictable
Named Westwood One (12%) and iHeart Media (11%) as key Managed Services customers and dropped historical Amazon references.
Was: Historically, we have generated significant revenue from a limited number of key customers, and have recently experienced declines in revenue from one of these customers, which has resulted in a significant reduction in our revenues and may cause our revenues for future periods to be less predictable
- 52% rewrittenRisks Related to Our Business and Our Financial Condition
Our ability to use our loss carryforwards may be limited
Updated U.S. federal, state, and foreign loss carryforwards to $195.1 million, $173.3 million, and $40.0 million respectively.
- 49% rewrittenRisks Related to Our Business and Our Financial Condition
We may pursue the opportunistic acquisition of other companies, businesses or technologies, which could be expensive, divert our management’s attention, fail to achieve the expected benefits and/or expose us to other risks or difficulties
Removed specific historical mention of the June 2023 Broadbean acquisition from our ongoing acquisition strategy risk.
- 34% rewrittenRisks Related to the Ownership of Our Securities and Our Public Company Operations
We 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
Was: We are a “smaller reporting company” under the U.S. federal securities laws, and the reduced reporting requirements applicable to smaller reporting companies could make our common stock less attractive to investors
- 30% rewrittenRisks Related to Our Business and Our Financial Condition
Our failure to manage any of these risks successfully could harm our existing international operations, interrupt our expansion plans and adversely affect our business, results of operations and financial condition
Was: Our failure to manage any of these risks successfully could harm our international operations, and adversely affect our business, results of operations and financial condition
- 22% rewrittenRisks Related to Our Business and Our Financial Condition
Our efforts to expand our aiWARE SaaS business may not be successful
- 21% rewrittenRisks Related to the Ownership of Our Securities and Our Public Company Operations
Conversion 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
All 35 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Our Financial Condition
- 01Our ability to continue as a going concern depends on, among other factors, our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond our control69% rewritten
- 02Our efforts to expand our aiWARE SaaS business may not be successful22% rewritten
- 03If we fail to grow the business for our aiWARE platform, including our VDR product, our business, results of operations and financial condition will sufferNew
- 04Certain of our operating results and financial metrics are difficult to predict and subject to volatility, including as a result of seasonality
- 05We have had a history of losses and we may be unable to achieve or sustain profitability67% rewritten
- 06We may pursue the opportunistic acquisition of other companies, businesses or technologies, which could be expensive, divert our management’s attention, fail to achieve the expected benefits and/or expose us to other risks or difficulties49% rewritten
- 07Our international operations expose us to significant risks, and we intend to continue expanding international operations going forwardNew
- 08Our failure to manage any of these risks successfully could harm our existing international operations, interrupt our expansion plans and adversely affect our business, results of operations and financial condition30% rewritten
- 09We depend on our executive officers and other key employees, and the loss of one or more of these executive officers or key employees or an inability to attract and retain highly skilled employees could adversely affect our business
- 10Our ability to use our loss carryforwards may be limited52% rewritten
- 11If we do not comply with transfer pricing, income tax, customs duties, VAT, and similar regulations, we may be subject to additional taxes, customs duties, interest, and penalties in material amounts, which could materially harm our financial condition and operating resultsNew
Risks Related to the Development and Operation of Our aiWARE Platform and Other Products
- 12If we are not able to enhance our existing products or introduce new products that achieve market acceptance and keep pace with technological developments, our business, results of operations and financial condition could be harmed
- 13We rely on third parties to develop AI models for our platform and in some cases to integrate them with our platform
- 14If we are not able to develop a strong brand for our aiWARE platform and other products and increase market awareness of our company, platform and other products, then our business, results of operations and financial condition may be adversely affected
- 15The security or operation of our platform, networks, computer systems or data, or those of third parties with whom we work, have in the past, and may in the future, be breached or otherwise compromised, and any such breach or other compromise could have a material adverse effect on our business and reputation
- 16Interruptions or performance problems associated with our technology and infrastructure, or that of the third parties with whom we work, including AWS and Azure, may adversely affect our business and operating results
Risks Related to our Indebtedness and Liquidity
- 17We may require additional capital to grow our business or repay or refinance our Convertible Notes maturing in November 2026, and this capital might not be available to us on acceptable terms, if at allNew
- 18If we are not able to achieve cost savings from our planned cost reduction measures, we will need additional liquidity to continue our operations for the foreseeable future, including over the next twelve months. We may also require additional capital to repay or refinance our Convertible Notes as they come dueNew
Risks Related to Target Markets, Competition, and Customers
- 19The success of our business depends on our ability to expand into new vertical markets and attract new customers in a cost-effective manner
- 20We generate significant revenue from a limited number of key customers which may cause our revenues for future periods to be less predictable60% rewritten
- 21Technological advances may significantly disrupt the labor market and weaken demand for human capital at a rapid rate
- 22Significant segments of the market for talent acquisition software and services may have hiring needs and service preferences that are subject to greater volatility than the overall economy
- 23Our sales efforts related to our Software Products & Services involve considerable time and expense and our sales cycle is often long and unpredictable
Risks Related to Intellectual Property
- 24We face risks arising from our digital content and data licensing services, including potential liability resulting from claims by third parties for infringement or violation of copyrights, publicity or other rights, as well as indemnification claims by rights holders and customers
- 25We may be sued by third parties for alleged infringement of their proprietary rights, which could adversely affect our business, results of operations and financial condition
- 26We could incur substantial costs in protecting or defending our intellectual property rights, and any failure to protect our intellectual property could adversely affect our business, results of operations and financial condition
- 27Our use of open source software could negatively affect our ability to sell our products and subject us to possible litigation
Risks Related to Regulatory Compliance
- 28In the ordinary course of business, we process sensitive data. Our customers also utilize our Software Products & Services and Managed Services to process sensitive data, which may contain personal data that is subject to data protection and privacy laws in various jurisdictions100% rewritten
- 29Our data processing activities subject us to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements and other obligations relating to data privacy and securityNew
Risks Related to the Ownership of Our Securities and Our Public Company Operations
- 30Our common stock price has been extremely volatile and could continue to fluctuate widely in price, which could result in substantial losses for investors87% rewritten
- 31We 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 investors34% rewritten
- 32Our 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
- 33In 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 stock83% rewritten
- 34Conversion or exercise of outstanding equity-linked securities may dilute the ownership interest of our stockholders or may otherwise depress the price of our common stock21% rewritten
- 35If 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
Other Veritone 10-Ks
- FY2024 10-K risk factors42 risks
Veritone faces severe going concern doubts with $16.9M liquidity against $132.5M in total debt.
Filed Apr 01, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.