December 6, 2024

Michael L. Zemetra
Chief Financial Officer and Treasurer
Veritone, Inc.
1615 Platte Street, 2nd Floor
Denver, Colorado, 80202

       Re: Veritone, Inc.
           Form 10-K filed on April 01, 2024
           File No. 001-38093
Dear Michael L. Zemetra:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 10-K filed on April 01, 2024
Item 7. Management & Discussion and Analysis of Financial Condition and Results
of
Operations.
Opportunities, Challenges and Risks , page 39

1.     We note your disclosure that non-GAAP gross margin is impacted
significantly by the
       mix of your Software Products & Services and your Managed Services
revenue in any
       given period because your Managed Services revenue typically has a lower
overall
       non-GAAP gross margin than your Software Products & Services revenue,
and
       your discussion the reasons for the change in the non-GAAP margin;
however, you do
       not provide a discussion of the change in the GAAP amounts. Please
revise to include
       a discussion of the GAAP amounts and ensure it is more prominent than
the
       discussion of the respective non-GAAP measures. Refer to
       Items 303(c)(2) and 10(e)(1)(i) of Regulation S-K.
Non-GAAP Financial Measures and Key Performance Indicators, page 41

2.     We note your disclosure that you believe the non-GAAP measures to be
importance
 December 6, 2024
Page 2

      supplemental measures of performance that are commonly used by securities
analysts,
      investors and other interested parties in the evaluation of companies in
your industry
      and that you use this information internally for forecasting and
budgeting. In that
      regard, please tell us in further detail and expand your disclosure to
address each of
      the non-GAAP measures presented as to how and why each individual measure
is
      useful to investors regarding your financial condition and results of
operations. We
      note you present non-GAAP measures for every single income statement line
item.
      Refer to Item 10(e )(i)(C) and (D) of Regulation S-K.
3.    We note your presentation and discussion of non-GAAP gross profit and
non-GAAP
      gross margins without presenting the most directly comparable GAAP
measures
      of gross profit and gross margins. If you continue to present those
non-GAAP
      measures you must include GAAP measures of gross profit and gross margins
with
      equal or greater prominence in accordance with Item 10(e)(1)(i)(A) of
Regulation S-
      K. That is, the non-GAAP gross profit must be reconciled to directly
comparable
      measure which is the gross profit and margin calculated and presented in
accordance
      with Generally Accepted Accounting Principles. Refer
      to Item 10(e)(1)(i)(B) of Regulation S-K. Please revise or remove from
future filings.
4.    We note your non-GAAP measures include adjustments for variable
consultant
      performance bonus expense, and severance and executive transition costs.
Please tell
      us how you considered whether these costs are a normal, recurring
operating expense
      for which a non-GAAP adjustment is inconsistent with Question 100.01 in
the
      Compliance and Disclosure Interpretations on Non-GAAP Financial Measures.

5.    We note your non-GAAP reconciliation tables presented on page 43 give the
      appearance of a full non-GAAP income statement. Please note that the
presentation of
      a full non-GAAP income statement, or a presentation that gives the
appearance of
      one, may place undue prominence on the non-GAAP information and give the
      impression that the non-GAAP income statement represents a comprehensive
basis of
      accounting. Please advise or remove this presentation in your future
filings. To the
      extent you wish to present any of the non-GAAP measures, you could
present a
      separate reconciliation for each non-GAAP measure and provide all the
disclosures
      required by Item 10(e)(1)(i) of Regulation S-K including quantification
and
      description of each adjustment individually. Refer to Question 102.10(a)
and (c) of
      the Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
6.    We note that you separately present a reconciliation of GAAP net loss to
non-GAAP
      net loss for Core operations, Corporate and Total. Please clarify why
excluding the
      Corporate adjustments from the Core operations is consistent with
Question 100.1
      of the Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
      In this regard, it appears that the amount presented as "Corporate net
loss" represents
      adjustments to GAAP net loss that are normal, recurring operating
expenses. Further,
      be advised that "Total" GAAP net loss appears to be directly comparable
financial
      measure calculated and presented in accordance with GAAP and not the
      disaggregated net losses. Refer to Item 10(e)(1)(i)(A) and (B) of
Regulation S-K. In
      this regard, the Core operations and Corporate net losses are not
measures
      presented in accordance with GAAP.
 December 6, 2024
Page 3

Software Products & Services Supplemental Financial Information, page 44

7.     Please confirm whether you intend to continue to disclose the    Pro
Forma Software
       Revenue    in your 2024 Form 10-K. In this regard, we note that the Pro
Forma
       Software Revenue amount presented in the table on page 44 does not agree
to the
       same total presented on page 45. If there are other reconciling items,
please disclose
       and confirm that those other reconciling are appropriate. We refer you
to Questions
       100.04 and 100.05 in the Compliance and Disclosure Interpretations on
Non-GAAP
       Financial Measures and to Item 10(e)(i)(A) of Regulation S-K.
Managed Services Supplemental Financial Information, page 45

8.     Please clarify what product line "Revenue during quarter" represents and
confirm
       whether the amounts presented are being recognized in accordance with
GAAP. In
       this regard, we note that the amounts do not agree to amounts presented
in your
       disaggregated revenue footnote disclosure on page 92. We refer to you to
Question
       104.5 in the Compliance and Disclosure Interpretations on Non-GAAP
Financial
       Measures.
Note 3. Business Combinations and Diverstiture, page 77

9.     Please clarify how your presentation of unaudited pro forma financial
information
       complies with ASC 805-10-50-2(h)(3). The pro forma table on page 79
appears to
       present only the revenue of the acquired company and not the revenue and
earnings of
       the combined companies. In addition, tell us your consideration of
providing the
       disclosures in ASC 805-10-50-2(h) for acquisitions that occurred during
2022. Please
       advise and revise in future filings.
Notes to consolidated financial statements
Note 4 - Debt
Senior Secured Term Loan, page 83

10.    Tell us how you accounted for issuance of the Senior Secured Term Loan
(the "Term
       Loan") and warrants collectively with the extinguishment of $50.0
million of your
       2026 Convertible Senior Notes. Provide an analysis with citations to
literature that
       supports your accounting. Please clarify how you calculated the gain on
debt
       extinguishment. Also, describe your basis for determining the initial
discount and the
       value of the warrants. Refer to ASC 470-20-25-2 and 835-30. In addition,
       please provide a reconciliation table for the carrying value of the
Senior Secured Term
       Loan as of December 31, 2023 and December 31, 2022. Ensure that your
presentation
       complies with example in ASC 835-30-55-8.
        In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.
 December 6, 2024
Page 4

       Please contact Becky Chow at 202-551-6524 or Stephen Krikorian at
202-551-3488
with any questions.



                                                       Sincerely,

                                                       Division of Corporation
Finance
                                                       Office of Technology