Business Context and Reporting Period
Company: LivePerson, Inc. (LPSN)
Filing Type: Form 8-K (Current Report)
Date of Report: April 21, 2026
Event: Entry into a Material Definitive Agreement for a merger with SoundHound AI, Inc. ("SoundHound") and a concurrent Notes Restructuring Agreement.
Key Financial Metrics and Transaction Terms
This filing details a proposed merger and debt restructuring rather than standard operating financial results. Key financial terms include:
- Aggregate Consideration Amount (Equity): Base amount of $42,784,532.64, adjusted for "LivePerson Shortfall Cash" and the exercise prices of in-the-money options.
- Consideration Structure: LivePerson shareholders will receive SoundHound Common Stock. The number of shares is calculated by dividing the Closing Merger Consideration by the SoundHound Closing Stock Price.
- SoundHound Closing Stock Price Cap/Floor: The price used for calculation is capped at $12.00 per share and floored at $7.00 per share.
- Debt Restructuring (First Lien Secured Notes): Holders to receive SoundHound stock valued at $178,007,733.68 plus accrued interest and 65% of any "LivePerson Excess Cash."
- Debt Restructuring (Second Lien Secured Notes): Holders to receive SoundHound stock valued at $83,207,733.68 plus cash related to repurchased 2026 Convertible Notes and 35% of "LivePerson Excess Cash."
- Termination Fee: LivePerson is required to pay SoundHound $5,000,000 plus transaction expenses (capped at $3,750,000 for expense reimbursement in specific scenarios) if the agreement is terminated under certain circumstances.
Note: The filing does not provide current revenue, profit, cash flow, or margin figures for LivePerson. It references a "LivePerson Minimum Cash" target of $74,000,000 (or $71,000,000 if closing in July).
Material Changes and Transaction Mechanics
The primary material change is the proposed acquisition of LivePerson by SoundHound. Key mechanics include:
- Merger Structure: A merger subsidiary of SoundHound will merge with and into LivePerson, with LivePerson surviving as an indirect wholly-owned subsidiary of SoundHound.
- Tax Treatment: The transaction is intended to be taxable for U.S. federal income tax purposes.
- Equity Awards: In-the-money options held by non-employees will be cashed out; other in-the-money options and RSUs will be assumed by SoundHound. Out-of-the-money options and warrants will be cancelled.
- Debt Satisfaction: The Notes Restructuring Agreement satisfies LivePerson's First and Second Lien Secured Notes due 2029 through a combination of SoundHound stock and cash.
Guidance, Outlook, Risks, and Contingencies
Conditions to Closing: The merger is subject to customary conditions, including LivePerson stockholder approval, regulatory approvals (including foreign direct investment laws), Nasdaq listing approval, and the effectiveness of SoundHound's Form S-4 registration statement.
Timeline: The merger must be completed by October 21, 2026, extendable to December 5, 2026 if regulatory approvals are pending.
Risks and Contingencies:
- Failure to obtain stockholder or regulatory approval.
- Termination of the Notes Restructuring Transactions.
- Material adverse effect on LivePerson.
- Integration risks, customer loss, and cybersecurity incidents.
- Volatility in SoundHound's stock price affecting the final share count issued.
Management Commentary: The LivePerson Board has unanimously approved the agreement and recommends it to stockholders. The transaction is expected to provide benefits regarding business outlook and product line growth, though specific financial guidance is not provided in this filing.
Important Facts for Investor Verification
- Stockholder Approval Required: The transaction is contingent upon the adoption of the Merger Agreement by LivePerson stockholders.
- Variable Consideration: The final number of SoundHound shares received depends on the "SoundHound Closing Stock Price," which is subject to a $7.00 floor and $12.00 cap.
- Cash Balance Sensitivity: The consideration is adjusted based on LivePerson's cash balance at closing relative to a minimum threshold of $71M-$74M.
- Debt Resolution: The deal includes a specific restructuring of significant secured debt obligations, converting them into equity in the acquirer.
- Termination Fees: A $5 million termination fee is payable by LivePerson to SoundHound under specific breach or termination scenarios.
- Upcoming Filings: Investors should await the Form S-4 and proxy statement/prospectus for detailed financial data and risk factors.