Business Context and Reporting Period
This Form 8-K reports the completion of a merger transaction on September 4, 2026. LivePerson, Inc. (the "Company") merged with and into Lightspeed Merger Sub Inc. and Lightspeed Merger Sub II Inc., indirect wholly-owned subsidiaries of SoundHound AI, Inc. ("SoundHound"). Following the transaction, LivePerson operates as an indirect wholly-owned subsidiary of SoundHound.
Key Financial Metrics and Transaction Terms
The filing details the consideration paid to LivePerson shareholders and the restructuring of specific debt obligations. No operating financial metrics (revenue, profit, cash flow) are provided in this current report.
- Shareholder Consideration:
- Standard Common Stock: Converted into the right to receive 0.4673 shares of SoundHound Class A common stock per share.
- Tel-Aviv Stock Exchange (TASE) Shares: Converted into the right to receive $3.31 in cash per share.
- Debt Restructuring (Secured Notes):
- First Lien Secured Notes: Satisfied via 25,142,335 shares of SoundHound Common Stock and $2,499,450 in cash.
- Second Lien Secured Notes: Satisfied via 11,752,504 shares of SoundHound Common Stock and $3,348,550 in cash.
- Equity Awards: Options and warrants were cancelled for no consideration. Vested RSUs received merger consideration; unvested RSUs were assumed by SoundHound.
Material Changes Versus Prior Period
The primary material change is the cessation of LivePerson as an independent public entity.
- Delisting: LivePerson common stock (Symbol: LPSN) was delisted from The Nasdaq Global Select Market. The company intends to suspend its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.
- Corporate Governance: All members of the LivePerson Board of Directors resigned effective at the Second Merger Effective Time.
- Capital Structure: The company's certificate of incorporation and bylaws were amended and restated to reflect its status as a subsidiary of SoundHound.
Guidance, Outlook, and Risks
This filing does not contain forward-looking guidance, revenue outlook, or management commentary regarding future operations, as the company is now a subsidiary of SoundHound. The filing notes that the transaction was completed pursuant to the Amended and Restated Merger Agreement dated July 2, 2026.
Investor Verification Checklist
- Verify the exact number of SoundHound shares received based on the 0.4673 exchange ratio for non-TASE holdings.
- Confirm the cash settlement amount of $3.31 per share for TASE holdings.
- Review the status of unvested RSUs now assumed by SoundHound to understand vesting schedules and terms.
- Check the Form 15 filing to confirm the official suspension of LivePerson's SEC reporting obligations.
- Examine the SoundHound proxy statement/prospectus (Form S-4, File No. 333-296284) for detailed transaction terms.