Business Context and Reporting Period
Company: LivePerson, Inc. (LPSN)
Filing Type: Form 8-K (Current Report)
Date of Report: July 2, 2026
Event: Entry into an Amended and Restated Merger Agreement with SoundHound AI, Inc. (SoundHound).
LivePerson and SoundHound amended their original April 21, 2026, merger agreement to address Israeli securities law requirements regarding shares held through the Tel Aviv Stock Exchange (TASE). The amendment changes the consideration for TASE shareholders from stock to cash to avoid regulatory delays.
Key Financial Metrics and Transaction Terms
This filing details the terms of the proposed acquisition rather than LivePerson's standalone operating results. Key financial figures related to the transaction include:
- Aggregate Consideration Amount: Approximately $42.78 million, subject to adjustments for "LivePerson Shortfall Cash" and in-the-money option exercise prices.
- LivePerson Shortfall Cash Definition: Based on a target of $74 million (or $71 million if closing in July) minus repurchased 2026 Convertible Notes and the cash balance on the Closing Date.
- SoundHound Closing Stock Price Cap/Floor: The price used to calculate share consideration is capped at $12.00 and floored at $7.00 per share.
- TASE Cash Consideration Cap: The aggregate cash payable to TASE shareholders is capped at $7.5 million.
- Termination Fee: LivePerson must pay SoundHound $5 million plus transaction expenses (capped at $3.75 million for expenses) if the deal is terminated under specific circumstances, such as a change in recommendation or failure to close by the Outside Date.
Note: The filing does not provide LivePerson's current revenue, profit, cash flow, or debt levels. These metrics are referenced as being available in the Form 10-K for the year ended December 31, 2025, and the Form 10-Q for the quarter ended March 31, 2026.
Material Changes Versus Prior Period
The primary material change is the restructuring of the merger consideration for a specific class of shareholders:
- Original Agreement (April 2026): All LivePerson shareholders, including TASE shareholders, were to receive SoundHound Common Stock.
- Amended Agreement (July 2026):
- Non-TASE Shareholders: Continue to receive SoundHound Common Stock based on the "Per Share Merger Consideration."
- TASE Shareholders: Will now receive cash consideration instead of stock to comply with Israeli securities laws and avoid filing a prospectus in Israel.
- Transaction Structure: The deal now involves two distinct mergers (First Merger for non-TASE shares, Second Merger for TASE shares) to facilitate the different forms of consideration.
Guidance, Outlook, Risks, and Contingencies
Outlook and Management Commentary: The LivePerson Board has unanimously approved the Amended and Restated Merger Agreement and recommends it to stockholders. The transaction is expected to close subject to customary conditions, including stockholder approval and regulatory clearances. The deal is not expected to qualify as a tax-free reorganization for U.S. federal income tax purposes.
Key Risks and Contingencies:
- Regulatory Approvals: Closing is contingent on approvals under foreign direct investment laws and Nasdaq listing approvals for the new shares.
- Stockholder Approval: The transaction requires adoption by LivePerson stockholders.
- Notes Restructuring: Closing is conditioned on the consummation of "Notes Restructuring Transactions."
- Termination Triggers: The agreement may be terminated if not completed by October 21, 2026 (extendable to December 5, 2026), if stockholder approval is not obtained, or if a superior proposal is accepted.
- Forward-Looking Statements: Risks include integration difficulties, customer loss, cybersecurity incidents, and the impact of AI regulation.
Important Facts for Investors to Verify
- Final Consideration Value: Verify the final "SoundHound Closing Stock Price" and the "LivePerson Cash Balance" at closing, as these variables directly determine the total value received by shareholders.
- Shortfall Cash Calculation: Confirm the amount of 2026 Convertible Notes repurchased by LivePerson between April 1, 2026, and the Closing Date, as this reduces the "LivePerson Shortfall Cash" and increases the aggregate consideration.
- Notes Restructuring Status: Verify the progress and terms of the "Notes Restructuring Transactions," as failure to consummate these is a specific termination trigger.
- Tax Implications: Confirm the specific tax treatment for shareholders, as the transaction is explicitly stated not to qualify as a tax-free reorganization.
- Definitive Proxy Statement: Review the Form S-4 and proxy statement/prospectus for detailed financial data and risk factors not included in this 8-K summary.