6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF APRIL 2013

COMMISSION FILE NUMBER: 001-35035

Velti plc

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant's name into English)

First Floor, 28-32 Pembroke Street Upper

Dublin 2, Republic of Ireland

Attn: Alex Moukas, Chief Executive Officer

353 (0) 1234 2676

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):___

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes  o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

Entry into a Material Definitive Agreement

On April 18, 2013, Velti plc, a company organized under the laws of the Bailiwick of Jersey (the “Company”), entered into a securities purchase agreement with certain institutional accredited investors (the “Securities Purchase Agreement”) relating to the sale and issuance of 16,529,412 ordinary shares at a price of $1.50 per share (the “Securities”). The aggregate purchase price for the Securities was $24,794,118. The Company intends to use the net proceeds from this financing transaction for payment of deferred acquisition consideration, research and development of the Company's technology solutions, working capital and general corporate purposes.

Under the Securities Purchase Agreement, the Company agreed to file a registration statement registering for resale the Securities within 10 days of closing, and to cause the registration statement to be declared effective on or prior to the 90th day after the closing (or the 120thday, if the registration statement is reviewed by the Securities and Exchange Commission). Under the terms of the Securities Purchase Agreement, the Company is obligated to maintain the effectiveness of the resale registration statement until all securities registered thereunder are sold or otherwise can be sold pursuant to Rule 144, without restriction.

The Company is relying on an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) for the issuance of the Securities, which exemption the Company believes is available because the Securities were not offered pursuant to a general solicitation and the status of the purchasers of the Securities as “accredited investors” as defined in Regulation D under the Securities Act.

This report is neither an offer to purchase, nor a solicitation of an offer to sell, securities. The Securities offered have not been registered under the Securities Act and may not be offered in the United States absent registration or an applicable exemption from registration requirements.

Information Contained in this Form 6-K Report

The information in this Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

EXHIBITS

Exhibit Number	Description
99.1	Velti Press Release "Velti Announces Pricing of $24.8 Million Offering of Ordinary Shares"

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VELTI PLC
(Registrant)
By:	/s/ Sally J. Rau
Name:	Sally J. Rau
Title:	Chief Administrative Officer and General Counsel

Date: April 19, 2013

EX-99.1

FOR IMMEDIATE RELEASE

Velti Announces Pricing of $24.8 Million Offering of Ordinary Shares

DUBLIN, Ireland and SAN FRANCISCO, CA - April 19, 2013 (GLOBE NEWSWIRE) -- Velti plc (Nasdaq: VELT), the leading global provider of mobile marketing and advertising technology and solutions, today announced it has entered into a securities purchase agreement with certain institutional accredited investors to sell 16,529,412 ordinary shares at a price of $1.50 per share. The aggregate gross proceeds of the offering are $24.8 million. The Company intends to use the proceeds of the offering to pay certain deferred acquisition consideration totaling approximately $16.5 million relating to its November 2011 acquisition of MIG, and for research and development of the Company's technology solutions, working capital, and general corporate purposes. The Company has agreed to file a registration statement registering the securities for resale.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

The securities have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

Forward Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, with respect to Velti's future financial or business performance, strategies and expectations. Forward-looking statements are typically identified by words or phrases such as “trend,” “potential,” “opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,” “should,” “could,” “may” and similar expressions. Velti cautions that forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are made, and Velti assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance.

In addition to factors previously disclosed in Velti's filings with the Securities and Exchange Commission (SEC) and those as may be identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: general economic and business conditions in the U.S. and abroad, changing interpretations of generally accepted accounting principles, changes in market acceptance of the company's products, inquiries and investigations and related litigation, fluctuations in customer demand, management of rapid growth and intensity of competition. The information set forth herein should be read in light of such risks. Velti does not assume any obligation to update the information contained in this press release.

For further information, please contact:

Jeffrey G. Ross

Chief Financial Officer

jross@velti.com

Leslie Green

Investor Relations

lgreen@velti.com