Veritone, Inc. (NYSE:PAY) Files An 8-K Unregistered Sales of Equity Securities
Item3.02
| Unregistered Sales of Equity Securities |
As previously disclosed in the prospectus (the Prospectus)
included in the registration statement on Form S-1 filed by
Veritone, Inc. (the Company) in connection with the pricing of
the initial public offering of shares of the Companys common
stock (the IPO), on May17, 2017 (the Effective Date), the Company
issued and sold an aggregate of 2,150,335 shares of common stock,
par value $0.001per share (the Common Stock) to Acacia Research
Corporation (Acacia) upon the exercise of Acacias Primary Warrant
at an exercise price of $13.6088 per share for total net proceeds
of approximately $29.3million.
Each of Veritone LOC I, LLC (VLOC) and Acacia funded the
remaining $2.0million under each of their respective secured
convertible bridge notes (Bridge Notes) prior to the closing of
the offering. Upon completion of the IPO, the full $8.0million
principal outstanding and all accrued interest under such Bridge
Notes were converted into an aggregate of 590,878 shares of
Common Stock based on a conversion price per share of $13.6088.
The issuance of shares of Common Stock upon exercise of the
Primary Warrant and upon conversion of the Bridge Notes have been
determined to be exempt from registration under the Securities
Act of 1933, as amended (the Securities Act) in reliance on
Section4(2) of the Securities Act and Rule506 of RegulationD
promulgated thereunder, as transactions by an issuer not
involving a public offering, in which the investors are
accredited and have acquired the securities for investment
purposes only and not with a view to or for sale in connection
with any distribution thereof.
| Item5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Upon completion of the Companys IPO on the Effective Day, the
Board of Directors (the Board) of the Company appointed Messrs.
Jeff Gehl, Edward J. Treska and Frank E. Walsh, III to serve as
members of the Board, effective as of the Effective Date.
Messrs. Gehl, Treska and Walsh were appointed by the Board to the
Voting Agreement dated August14, 2016, by and among Acacia and
certain stockholders of the Company, including entities that are
affiliated with the Chief Executive Officer and President of the
Company (such stockholders, the Major Stockholders). to the
Voting Agreement, upon completion of the IPO, the size of the
Board was increased to nine (9)authorized directors. During a
period of 24months after the Effective Date (the Voting Period),
Acacia has the right to nominate three (3)directors to the Board,
and the Major Stockholders, voting together as a group, have the
right to nominate six (6)directors to the Board. to such
provisions in the Voting Agreement, Mr.Gehl was nominated by the
Major Stockholders, and Messrs. Treska and Walsh were nominated
by Acacia. Furthermore, during the Voting Period, Acacia and the
Major Stockholders agree to vote all of their shares to elect the
nine (9)directors nominated by them, including Messrs. Gehl,
Treska and Walsh.
In connection with their appointment, each of Messrs. Gehl,
Treska and Walsh received 5,000 restricted stock units, which
were granted to them under the automatic grant provisions of the
Companys 2017 Stock Incentive Plan that became effective on
May11, 2017. Each restricted stock unit represents a contingent
right to receive one share of the Companys Common Stock. All of
the shares subject to the restricted stock units will vest upon
the earlier of (i)the each directors completion of one (1)year of
service on the Board measured from May17, 2017 (the Grant Date)
or (ii)the day immediately preceding the date of the regular
annual stockholders meeting after the Grant Date.
| Item5.03 |
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Amendment and Restatement of Certificate of
Incorporation
On May17, 2017, the Company filed the Third Amended and Restated
Certificate of Incorporation (the Restated Certificate) with the
Secretary of State of the State of Delaware in connection with
the closing of the IPO. The Companys Board and stockholders
previously approved the Restated Certificate to be filed in
connection with, and to be effective upon, the closing of the
Companys IPO.
The Restated Certificate amends and restates in its entirety the
Companys amended and restated certificate of incorporation to,
among other things:
| authorize 75,000,000 shares of common stock; |
|
eliminate all references to the previously existing series of preferred stock and authorize 1,000,000 shares of undesignated preferred stock that may be issued from time to time by the Companys Board in one or more series; |
|
permit the Companys Board to adopt, amend or repeal the bylaws without obtaining stockholder approval; |
|
require the approval of at least 66 2/3% of the shares entitled to vote at an election of directors to adopt, amend or repeal the bylaws or repeal the provisions of the Restated Certificate; |
|
require the approval of at least 66 2/3% of the shares entitled to vote at an election of directors to remove directors with cause; |
|
establish a classified board of directors consisted of three classes, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election; |
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prohibit stockholder action by written consent in lieu of a meeting, thereby requiring all stockholder actions to be taken at a meeting of the Companys stockholders; |
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provide that special meetings of stockholders may be called only by the Board acting to a resolution adopted by a majority of the total number of authorized directors; and |
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designate Court of Chancery of the State of Delaware as the exclusive forum for certain legal actions and proceedings against the Company. |
The foregoing description is qualified in its entirety by
reference to the Restated Certificate, a copy of which is
attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Amendment and Restatement of Bylaws
On May17, 2017, the Company adopted amended and restated bylaws
in connection with the closing of the IPO. The Companys Board and
stockholders previously approved the amended and restated bylaws
to be adopted in connection with, and to be effective upon, the
closing of the IPO.
The amended and restated bylaws, among other things:
|
establish advance notice requirements for stockholder nominations for election to the Companys Board and for proposals to be brought by stockholders before any meeting of the Companys stockholders; |
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prohibit stockholder action by written consent in lieu of a meeting, thereby requiring all stockholder actions to be taken at a meeting of the Companys stockholders; |
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set forth the rights, powers and manner of acting of the Board and officers of the Company; |
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establish a classified board of directors consisted of three classes, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election; and |
|
provide for the indemnification of directors and officers of the Company, and allow the indemnification of employees and agents of the Company, in each case to the extent not prohibited by applicable law. |
The foregoing description is qualified in its entirety by
reference to the Companys amended and restated bylaws, a copy of
which is attached hereto as Exhibit 3.2 and is incorporated
herein by reference.
| Item8.01 | Other Information |
On May18, 2017, the Company issued a press release announcing the
closing of the IPO, including an announcement that the Common
Stock commenced trading on the NASDAQ Global Market on May15,
2017. A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
| Item9.01 | Financial Statements and Exhibits. |
(c) Exhibits. The following materials are filed as an exhibits to
this Current Report on Form 8-K:
|
Exhibit No. |
||
| 3.1 |
Third Amended and Restated Certificate of Incorporation of Veritone, Inc. |
|
| 3.2 | Amended and Restated Bylaws of Veritone, Inc. | |
| 99.1 | Press Release dated May18, 2017. |
About Veritone, Inc. (NYSE:PAY)
VeriFone Systems, Inc. offers payments and commerce solutions. The Company is engaged in designing, manufacturing, marketing and supplying a range of payment solutions and complementary services. It provides solutions and services for the retail point-of-sale (POS) that enable various forms of commerce. The Company’s segments include Verifone Systems and Verifone Services. The Verifone Systems segment delivers point of sale electronic payment devices that run the operating systems, security and encryption software, and certified payment software for both payments and commerce. The Verifone Services segment delivers device-related leasing and maintenance, payment transaction routing and reporting, and commerce based services, such as advertising on digital screens. The Company operates in various sectors, such as financial services, retail, petroleum, restaurant, hospitality, taxi, transportation and healthcare. Veritone, Inc. (NYSE:PAY) Recent Trading Information
Veritone, Inc. (NYSE:PAY) closed its last trading session up +0.02 at 17.77 with 761,466 shares trading hands.
