UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Under §240.14a-12

VERITONE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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April 23, 2025

Dear Fellow Stockholders:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Veritone, Inc., which will be held on Friday, June 13, 2025, at 10:30 a.m. Mountain Time, via a virtual meeting at www.virtualshareholdermeeting.com/VERI2025.

Details of the business to be conducted at the Annual Meeting and instructions for how to participate in the Annual Meeting are set forth in the accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement. Only stockholders of record at the close of business on April 16, 2025 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.

We are furnishing our proxy materials to our stockholders over the Internet. On or about April 24, 2025, we are mailing a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to our stockholders of record that did not request to receive a printed copy of our proxy materials, including the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Notice of Internet Availability contains instructions for how stockholders can access our proxy materials over the Internet and vote their shares. All stockholders who do not receive a Notice of Internet Availability will receive a printed copy of the proxy materials by mail.

Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. As an alternative to voting online at the Annual Meeting, you may vote via the Internet, by telephone or by mail. Voting by any of these methods will ensure your representation at the Annual Meeting.

Thank you for your continued support. We look forward to your online attendance at the Annual Meeting.


			Very truly yours,


			Ryan Steelberg
			Chairman and Chief Executive Officer

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VERITONE, INC.

1615 Platte Street

2^nd Floor

Denver, Colorado 80202

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be Held on June 13, 2025

To the Stockholders of Veritone, Inc.:

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Veritone, Inc. (the “Company”) will be held on Friday, June 13, 2025, at 10:30 a.m., Mountain Time. Our board of directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting (including any adjournments, continuations, or postponements thereof) for the purposes set forth in this proxy statement for our Annual Meeting (the “Proxy Statement”). The Annual Meeting will be held online only in a virtual meeting format via live webcast. Stockholders may attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/VERI2025. For purposes of attendance at the Annual Meeting, all references in the accompanying Proxy Statement to “present in person” or “in person” shall mean virtually present at the Annual Meeting.

The Annual Meeting is being held for the purpose of considering and acting upon the following items of business:

1.	To elect two directors named in the accompanying proxy statement to serve as Class II directors to serve until the Company’s 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal;

2.	To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

3.	To approve, on an advisory basis, the compensation of our named executive officers;

4.	To approve an amendment to our third amended and restated certificate of incorporation (our “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 75,000,000 to 150,000,000;

5.	To approve an amendment to our Certificate of Incorporation to reflect Delaware Law provisions allowing for the exculpation of certain officers;

6.	To approve an amendment and restatement of the 2023 Equity Incentive Plan (the “2023 Plan”); and

7.	To transact such other business as may properly come before the meeting or any adjournment thereof.

These items of business are more fully described in the Proxy Statement accompanying this notice. We encourage you to read the Proxy Statement and other proxy materials carefully and in their entirety.

Only stockholders of record at the close of business on April 16, 2025 are entitled to notice of and to vote at the Annual Meeting. All such stockholders are cordially invited to attend the Annual Meeting. A list of all stockholders entitled to vote at the annual meeting will be available for examination at our principal executive offices at 1615 Platte Street, 2nd Floor, Denver, Colorado 80202 for 10 days before the Annual Meeting, and during the Annual Meeting, such list will be available to registered stockholders as a link on the virtual meeting platform at www.virtualshareholdermeeting.com/VERI2025. However, whether or not you expect to attend the Annual Meeting, you are encouraged to cast your vote by proxy prior to the Annual Meeting to ensure your representation at the Annual Meeting. If you attend the Annual Meeting, you may vote during the Annual Meeting even if you have voted by proxy in advance.

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We encourage you to access the virtual meeting platform before the start time of 10:30 a.m., Mountain Time, on June 13, 2025, to allow ample time for online check-in, which will begin at 10:15 a.m., Mountain Time. To attend the Annual Meeting, you will need the 16-digit control number provided on your proxy card or voting instruction form.

Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be Held on June 13, 2025: Our Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available online at www.proxyvote.com.


			By order of the Board of Directors


			Ryan Steelberg
			Chairman and Chief Executive Officer

April 23, 2025

Denver, Colorado

YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE BY PROXY PRIOR TO THE ANNUAL MEETING. IF YOU CHOOSE TO VOTE BY MAIL, PLEASE DO SO PROMPTLY TO ENSURE YOUR PROXY ARRIVES IN SUFFICIENT TIME. PLEASE NOTE THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUAL MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			1
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS			3
VOTING INFORMATION			3
PROPOSAL ONE ELECTION OF DIRECTORS			10
BOARD OF DIRECTORS			10
CORPORATE GOVERNANCE			14
EXECUTIVE OFFICERS OF THE COMPANY			22
EXECUTIVE COMPENSATION			23
PAYMENTS UPON TERMINATION OF EMPLSOYMENT OR CHANGE IN CONTROL			28
SUMMARY COMPENSATION TABLE			31
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END			32
PAY VERSUS PERFORMANCE			33
DIRECTOR COMPENSATION			36
OTHER POLICIES			38
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			40
EQUITY COMPENSATION PLAN INFORMATION AT 2024 FISCAL YEAR END			42
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			43
DELINQUENT SECTION 16(A) REPORTS			45
PROPOSAL TWO RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			46
REPORT OF THE AUDIT COMMITTEE			48
PROPOSAL THREE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			49
PROPOSAL FOUR APPROVAL OF AMENDMENT TO CERITIFICATE OF INCORPORATION TO INCREASE AUTHORIZED SHARES OF COMMON STOCK			50
PROPOSAL FIVE APPROVAL OF AMENDMENT TO CERITIFICATE OF INCORPORATION ALLOWING FOR EXCULPATION OF OFFICERS			53
PROPOSAL SIX APPROVAL OF AMENDMENT AND RESTATEMENT OF THE 2023 PLAN			56
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR OUR 2026 ANNUAL MEETING OF STOCKHOLDERS			64
OTHER MATTERS			65
PRINCIPAL EXECUTIVE OFFICES			65
APPENDIX A: AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN			A-1

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we intend that such forward-looking statements be subject to the safe harbors created thereby. All statements made in this Proxy Statement that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “continue,” “can,” “may,” “plans,” “potential,” “projects,” “seeks,” “should,” “will,” “would” or similar expressions and the negatives of those expressions may identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements include, but are not limited to, any statements that refer to projections of our future financial condition and results of operations, capital needs and financing plans, competitive position, industry environment, potential growth and market opportunities, sale, divestiture, or acquisition plans and strategies, compensation plans, governance structure and policies and/or the price of our common stock.

The forward-looking statements included herein represent our management’s current expectations and assumptions based on information available as of the date of this report. These statements involve numerous known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may cause or contribute to such differences include, but are not limited to:

•	our ability to continue as a going concern, including our ability to service our debt obligations as they come due over the next twelve months;

•	our ability to expand our aiWARE SaaS business;

•	declines or limited growth in the market for AI-based software applications and concerns over the use of AI that may hinder the adoption of AI technologies;

•	our requirements for additional capital to support our business growth, service our debt obligations and refinance maturing debt obligations, and the availability of such capital on acceptable terms, if at all;

•	our reliance upon a limited number of key customers for a significant portion of our revenue, including declines in key customers’ usage of our products and other offerings;

•

our ability to realize the intended benefits of our acquisitions, sales, divestitures and other planned cost savings measures, including the sale of our full-service advertising agency, Veritone One (as defined below) and our ability to successfully integrate our recent acquisition of Broadbean (as defined in Note 3 of our Annual Report on Form 10-K for the year ended December 31, 2024);

•	our identification of existing material weaknesses in our internal control over financial reporting and plans for remediation;

•	fluctuations in our results over time;

•	the impact of seasonality on our business;

•	our ability to manage our growth, including through acquisitions and expansion into international markets;

•	our ability to enhance our existing products and introduce new products that achieve market acceptance and keep pace with technological developments;

•	our expectations with respect to the future performance of our products, including as drivers of future growth;

•	actions by our competitors, partners and others that may block us from using third party technologies in our aiWARE platform, offering it for free to the public or making it cost prohibitive to continue to incorporate such technologies into our platform;

•	interruptions, performance problems or security issues with our technology and infrastructure, or that of third parties with whom we work;

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•

the impact of the continuing economic disruption caused by macroeconomic and geopolitical factors, including the Russia-Ukraine conflict, the Israel-Hamas war and conflict in the surrounding regions, financial instability, inflation and the responses by central banking authorities to control inflation, high interest rates, monetary supply shifts, the imposition of tariffs and other global trade disputes, and the threat of recession in the United States and around the world on our business and our existing and potential customers; and

•	any additional factors discussed in more detail in “Item 1. Business” and “Item 1A. Risk Factors” of Part I and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Part II of our Annual Report on Form 10-K for the year ended December 31, 2024.

All forward-looking statements are necessarily only estimates of future results, and there can be no assurance that actual results will not differ materially from expectations. You should carefully review these risks, as well as the additional risks described in other documents we file from time to time with the Securities and Exchange Commission. In light of the significant risks and uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by us or any other person that such results will be achieved, and readers are cautioned not to place undue reliance on such forward-looking information, which speaks only as of the date of this Proxy Statement.

Moreover, we operate in an evolving environment. New risks and uncertainties emerge from time to time, and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual future results to be materially different from those expressed or implied by any forward-looking statements.

Except as required by law, we assume no obligation to update any forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. We qualify all of our forward-looking statements by these cautionary statements.

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VERITONE, INC.

1615 Platte Street

2^nd Floor

Denver, Colorado 80202

April 23, 2025

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement (the “Proxy Statement”) is being furnished in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at our 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to be held online in a virtual meeting format only via live webcast on Friday, June 13, 2025 at 10:30 a.m., Mountain Time. Stockholders may attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/VERI2025.

In this Proxy Statement, we refer to Veritone, Inc. as the “Company,” “Veritone,” “we,” or “us” and to our Board of Directors as our “Board.”

IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS

This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) are available on the Internet at www.proxyvote.com. These materials are also available on our corporate website at investors.veritone.com. References to our website in this Proxy Statement are provided for convenience only and the content on our website does not constitute part of this Proxy Statement.

VOTING INFORMATION

Why did I receive only a Notice of Internet Availability of Proxy Materials?

As permitted by the Securities and Exchange Commission (the “SEC”), we are furnishing our proxy materials, including our Notice of Annual Meeting, Proxy Statement and 2024 Annual Report, to most stockholders over the Internet. On or about April 24, 2025, we will mail a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) to stockholders of record that did not request to receive printed copies of our proxy materials or that are otherwise receiving our materials electronically by email, while brokers, banks and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice of Internet Availability to the beneficial owners. The Notice of Internet Availability contains instructions on how stockholders can access and review our proxy materials via the Internet and vote their shares.

We will provide without charge to each stockholder solicited by these proxy solicitation materials a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, without exhibits upon request of such stockholder made in writing to Veritone, Inc., 1615 Platte St., 2nd Floor, Denver, Colorado 80202, Attention: Chief Legal Officer. We will also furnish any exhibit to such Annual Report on Form 10-K if specifically requested in writing.

We believe the delivery options that we have chosen will allow us to provide our stockholders with the proxy materials they need, while lowering the cost of the delivery of the materials and reducing the environmental impact of printing and mailing printed copies.

When and where is the Annual Meeting?

The Annual Meeting will be held on June 13, 2025 at 10:30 a.m. Mountain Time, via live webcast on the Internet. You may listen to and participate in the Annual Meeting by going to www.virtualshareholdermeeting.com/VERI2025. You will be able to access the Annual Meeting using the control number found on your Notice of Internet Availability, proxy card or voting instruction form, as applicable.

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Why is the Company holding the Annual Meeting virtually?

We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully, equally and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location.

What am I being asked to vote on at the Annual Meeting?

At the Annual Meeting, stockholders will act on the following matters:

1.	To elect two nominees named in the accompanying Proxy Statement to serve as Class II directors to serve until the Company’s 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal;

2.	To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

3.	To approve, on an advisory basis, the compensation of our named executive officers;

4.	To approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 75,000,000 to 150,000,000;

5.	To approve an amendment to our Certificate of Incorporation to reflect Delaware Law provisions allowing for the exculpation of certain officers;

6.	To approve an amendment and restatement of the 2023 Plan; and

7.	To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

How does the Board recommend that I vote?

The Board recommends that you vote your shares:

•	“FOR” each of the two Class II director nominees named in this Proxy Statement;

•	“FOR” the ratification of the appointment of Grant Thornton LLP;

•	“FOR” the approval, on an advisory basis, of the compensation of our named executive officers;

•	“FOR” the approval of the amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock;

•	“FOR” the approval of the amendment to our Certificate of Incorporation allowing for exculpation of certain officers; and

•	“FOR” the approval of an amendment and restatement of the 2023 Plan.

Who may vote?

Only holders of record of the Company’s common stock (the “Common Stock”), at the close of business on the record date, April 16, 2025 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. Holders of Common Stock are entitled to cast one vote for each share held by them on each matter to be voted upon. As of the Record Date, there were 44,854,836 shares of Common Stock issued and outstanding. Our Common Stock is the only class of securities of the Company authorized to vote. Stockholders are not entitled to cumulative voting rights in the election of directors.

What must I do if I want to attend the Annual Meeting?

We will be hosting the Annual Meeting on the Internet via live webcast. You will not be able to attend the Annual Meeting physically in person. All holders of shares of our Common Stock as of the close of business on the Record Date, including stockholders of record and stockholders who hold our Common Stock through a broker, bank or other nominee (i.e., in “street name”), may listen to and participate in the Annual Meeting by going to www.virtualshareholdermeeting.com/VERI2025.

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You will need the 16-digit control number included on your Notice of Internet Availability, proxy card or voting instruction form (if you received a printed copy of the proxy materials) or included in the email to you (if you received the proxy materials by email) to be able to attend the Annual Meeting. Please note that if you hold your shares in street name and the Notice is being forwarded to you by your broker, bank or other nominee, that organization is considered to be the holder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account. However, since you are not the holder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank or other nominee and provide your 16-digit control number.

The Annual Meeting webcast will begin at 10:30 a.m., Mountain Time. Stockholders may access the Annual Meeting beginning at 10:15 a.m., Mountain Time, through www.virtualshareholdermeeting.com/VERI2025.

How may I ask questions of management and the Board at the Annual Meeting?

Stockholders will be able to submit questions by means of the “Ask a Question” field on the virtual meeting platform beginning at 10:15 a.m. Mountain Time on the morning of the Annual Meeting and throughout the duration of the meeting by accessing the meeting through www.virtualshareholdermeeting.com/VERI2025. Following the presentation of all proposals at the Annual Meeting, we will answer stockholder-submitted questions pertinent to meeting matters as time permits. Any questions that are relevant to our business that we are unable to address during the Annual Meeting will be answered on our website at investors.veritone.com following the Annual Meeting. If we receive substantially similar questions, we will group the questions together and provide a single response to avoid repetition. We will not answer any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references which are not in good taste.

What happens if I experience technical difficulties during the Annual Meeting?

We will have technicians ready to assist you with any technical difficulties you may have in accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be provided in the meeting access email that will be sent approximately one hour prior to the Annual Meeting.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present. If there is no quorum, the presiding officer, or holders of a majority of shares present at the meeting or represented by proxy may adjourn the meeting to another date.

How do I vote my shares?

Voting at the Annual Meeting

All holders of shares of our Common Stock as of the close of business on the Record Date, including stockholders of record and stockholders who hold shares of our Common Stock in street name, may attend and vote their shares at the Annual Meeting. See above under “What must I do if I want to attend the Annual Meeting?”

Even if you plan to be virtually present at the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance to authorize the voting of your shares at the Annual Meeting so that your vote will be counted if you later are unable to attend the Annual Meeting.

Submitting a Proxy or Voting Instructions

•

Submitting a Proxy for Shares Registered Directly in the Name of the Stockholder. If you hold your shares of our Common Stock as a record holder and you are reviewing a printed copy of this Proxy Statement, you may vote by completing, signing, dating and returning the enclosed proxy card in the accompanying prepaid envelope, or by submitting a proxy over the Internet or by telephone by following the instructions on the proxy card. If you hold your shares of Common Stock as a record holder and you are viewing this

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Proxy Statement on the Internet, you may vote by submitting a proxy over the Internet or by telephone by following the instructions on the Notice of Internet Availability previously mailed to you. If you submit a proxy by Internet or telephone, you need not return a written proxy card by mail.

•

Submitting Voting Instructions for Shares Registered in Street Name. If you hold your shares of our Common Stock in street name, which means your shares are held of record by a broker, bank or nominee, you will receive instructions from your broker, bank or other nominee on how to vote your shares. Your broker, bank or other nominee will allow you to deliver your voting instructions over the Internet and may also permit you to provide your voting instructions by telephone.

What is the deadline for voting my shares if I do not attend the Annual Meeting?

If you are a stockholder of record, your proxy must be received by telephone or the Internet by 11:59 p.m., Eastern Time, on June 12, 2025 for your shares to be voted at the Annual Meeting. If you are a stockholder of record and received your proxy materials by mail, and you cause your shares to be voted by completing, signing, dating and returning the enclosed proxy card, your proxy card must be received before the Annual Meeting for your shares to be voted at the Annual Meeting.

If you hold your shares in street name, please comply with the deadlines for voting provided by the broker, bank or other nominee that holds your shares.

What vote is required for adoption or approval of each matter to be voted on?


Proposal			Vote Required
Proposal 1: Election of Directors			The nominee receiving a plurality of the votes cast with respect to his or her election will be elected (that is, the two nominees receiving the largest number of “For” votes will be elected).

Proposal 2: Ratification of the Appointment of our Independent Registered Public Accounting Firm			The affirmative vote of a majority of the votes cast on the matter.

Proposal 3: Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers			The affirmative vote of a majority of the votes cast on the matter.

Proposal 4: Approval of an Amendment to the Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock			The affirmative vote of a majority of the outstanding shares of capital stock entitled to vote on the matter (this is a higher threshold voluntarily imposed to avoid litigation risk, as described in further detail in Proposal 4).

Proposal 5: Approval of an Amendment to the Certificate of Incorporation to Reflect Delaware Law Provisions Allowing for the Exculpation of Officers			The affirmative vote of a majority of the outstanding shares of capital stock entitled to vote on the matter.

Proposal 6: Approval of an Amendment and Restatement of the 2023 Equity Incentive Plan			The affirmative vote of a majority of the votes cast on the matter.

What happens if I do not give specific voting instructions?

If you are a stockholder of record and you properly submit a signed proxy card or submit your proxy by telephone or the Internet, but do not specify how you want to vote your shares on a particular proposal, then the named proxy holders will vote your shares in accordance with the recommendations of the Board on all matters presented in this Proxy Statement. See above under the heading “How does the Board recommend that I vote?”

In accordance with applicable stock exchange rules, if you hold your shares through a brokerage account and you fail to provide voting instructions to your broker, your broker may generally vote your uninstructed shares of our

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Common Stock in its discretion on routine matters at a stockholder meeting. However, a broker cannot vote shares of our Common Stock held in street name on non-routine matters unless the broker receives voting instructions from the stockholder. Generally, if a broker exercises this discretion on routine matters at a stockholder meeting, a stockholder’s shares will be voted on the routine matter in the manner directed by the broker but will constitute a “broker non-vote” on all of the non-routine matters to be presented at the stockholder meeting. Proposal 1 (election of directors), Proposal 3 (approval, on an advisory basis, of the compensation of the Company’s named executive officers), Proposal 5 (approval of an amendment to the Certificate of Incorporation to allow exculpation of officers) and Proposal 6 (approval of an amendment and restatement of the 2023 Equity Incentive Plan) are considered non-routine matters. Proposal 2 (ratification of the appointment of Grant Thornton as our independent registered public accounting firm) and Proposal 4 (approval of an amendment to the Certificate of Incorporation to increase the number of authorized shares) are considered routine matters.

Consequently, if you hold your shares in street name through a brokerage account and do not submit voting instructions to your broker, your broker may exercise its discretion to vote your shares on Proposals 2 and 4, but will not be permitted to vote your shares on Proposals 1, 3, 5 or 6 or on any other business as may properly come before the Annual Meeting. If your broker exercises this discretion on any of Proposals 2 or 4, your shares will be counted as present for determining the presence of a quorum at the Annual Meeting and will be voted on any such proposals in the manner directed by your broker, but your shares will constitute broker non-votes on Proposals 1, 3, 5 and 6 at the Annual Meeting.

What are “broker non-votes”?

As discussed above, when a beneficial owner of shares of our Common Stock held in street name does not give voting instructions to his or her broker, bank or other nominee as to how to vote on matters deemed to be “non-routine” under applicable stock exchange rules, the broker, bank or other nominee cannot vote the shares. These un-voted shares are counted as “broker non-votes.” As noted above, Proposals 1, 3, 5 and 6 are considered to be “non-routine,” and we therefore expect broker non-votes to exist in connection with those proposals.

As a reminder, if you are a beneficial owner of shares held in street name, to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other nominee by the deadline provided in the materials you receive from your broker, bank or other nominee.

What are my choices for casting my vote on each matter to be voted on?

Your choices for casting your vote on each proposal to be voted on at the Annual Meeting are as follows:

Proposal

Number

Proposal Description

Voting Options

Effect of

Abstentions

Effect of Broker

Non-Votes

Election of Directors

“For All,” “Withhold All,” or “For All Except” with respect to each of the two director nominees

Not applicable

No effect

Ratification of the Appointment of our Independent Registered Public Accounting Firm