Veritone Inc.
11/06/2025 | Press release | Distributed by Public on 11/06/2025 15:49
Termination of Material Agreement (Form 8-K)
Item 1.02 Termination of a Material Definitive Agreement.
Repayment of Term Loan Facility
On November 6, 2025, Veritone, Inc. (the "Company") provided notice under its Credit and Guaranty Agreement, dated as of December 13, 2023, by and among the Company, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto (the "Lenders"), and Wilmington Savings Fund Society, FSB, as administrative agent for the Lenders and collateral agent for the secured parties (the "Term Loan Facility") that the Company intends to repay in full all outstanding amounts under the Term Loan Facility on November 12, 2025 for an aggregate amount of $36.7 million in cash. The repayment amount reflects the outstanding principal amount of loans under the Term Loan Facility of $31.8 million, together with accrued and unpaid interest thereon of $0.5 million, and a prepayment premium equal to 14% of such principal amount. The Term Loan Facility is more fully described in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2025, filed with the Securities and Exchange Commission (the "SEC") on August 8, 2025. Following such repayment, the Company's obligations under the Term Loan Facility have been terminated.
Item 8.01 Other Events.
Repurchases of Convertible Notes
On November 6, 2025, the Company also entered into separate, privately negotiated transactions with certain holders of the Company's outstanding 1.75% Convertible Senior Notes Due 2026 (the "Notes") to repurchase (the "Repurchases") approximately 50% of the outstanding Notes or approximately $45.7 million aggregate principal amount of the Notes, comprising a combination of (i) approximately $39.0 million in cash and (ii) the issuance of 625,000 shares (the "Shares") of the Company's common stock, par value $0.001 per share. The Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and are being issued without registration pursuant to Section 4(a)(2) of the Securities Act.
The Repurchases are expected to close on or about November 12, 2025, subject to certain closing conditions. Following the closing of the Repurchases, the Company intends to cancel the repurchased Notes and, after such cancellation of repurchased Notes, approximately $45.6 million aggregate principal amount of the Notes will remain outstanding. The Repurchases could affect the market price of the Company's common stock.
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