Veritone Inc. 美股招股说明书（2026年5月21日版）

PROSPECTUS SUPPLEMENT(To Prospectus dated June21, 2024) Up to $50,000,000Common Stock We entered into a sales agreement dated May21, 2026 (the “Sales Agreement”) with UBS Securities LLC, Needham& Company, LLC, andCraig-Hallum Capital Group LLC, each acting as our sales agent (each, a “Sales Agent” and together, the “Sales Agents”), relating to the issuance andsale of shares of our common stock, $0.001 par value per share, offered by this prospectus supplement and the accompanying prospectus. In accordancewith the terms of the Sales Agreement, under this prospectus supplement, we may offer and sell shares of our common stock having an aggregate Our common stock is listed on The Nasdaq Global Market (“Nasdaq”) under the symbol “VERI.” On May20, 2026, the last reported sale price ofour common stock on Nasdaq was $1.96per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by any method permittedthat is deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “SecuritiesAct”). None of the Sales Agents is required to sell any specific number or dollar amount of shares of common stock, but each will act as a sales agent The compensation to the Sales Agents for sales of common stock sold pursuant to the Sales Agreement will be an amount equal to up to 3.0% ofthe gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of the common stock on our behalf, theSales Agents may be deemed to be “underwriters” within the meaning of the Securities Act and the compensation of the Sales Agents may be deemed to Investing in our common stock involves a high degree of risk. See “Risk Factors” on page S-9 of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. UBSInvestmentBank Needham&Company The date of this prospectus supplement is May 21, 2026. Table of Contents PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS PROSPECTUS SUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus dated June21, 2024 are part of a registration statement on Form S-3 that we filedwith the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, utilizing a “shelf” registration or continuous offering process.Under this shelf registration process, we may, from time to time, offer and sell in one or more offerings any securities described in the accompanying This document is in two parts. The first part is this prospectus supplement, which describes the terms of this common stock offering and also addsto and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement andthe accompanying prospectus. The second part, the accompanying prospectus, including the documents incorporated by reference therein, provides moregeneral information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is aconflict between the information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying We have not, and each of the Sales Agents has not, authorized anyone to provide you with any information other than that contained orincorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus that we have authorized for usein connection with this offering. Neither we nor the Sales Agents take any responsibility for, and can provide no assurance as to the reliability of, anyother information that others may give you. The information contained in this prospectus supplement, the accompanying prospectus, any free writingprospectus that we have authorized for use in connection with this offering, including the documents incorporated by reference herein or therein, isaccurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus supplement and the accompanying prospectus or ofany sale of our common stock. Our business, financial condition, results of operations and