Veritone Inc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three and nine months ended September 30, 2024, we issued 0 and 298,110 shares of our common stock (“Common Stock”) to certain Warrant Holders upon the exercise of 0 and 499,857 warrants held by them, respectively. Each warrant was cashless exercised at a strike price of $2.5760. The shares of Common Stock issued upon exercise of these warrants were issued in reliance on an exemption from registration provided by Section 3(a)(9) of the Securities Act. Each of the Warrant Holders represented that they were acquiring the warrants and, upon any exercise thereof, will acquire shares of Common Stock issuable upon such exercise, for such Warrant Holder’s own account and not with a view to distribution or resale in violation of the Securities Act or any applicable state securities law.