Business Context and Reporting Period
This Form 8-K Current Report for SoundHound AI, Inc. covers events occurring between May 11, 2026, and May 27, 2026. The filing details corporate governance updates, the results of the 2026 Annual Meeting of Stockholders, the establishment of an equity distribution facility, and the inclusion of financial statements related to the acquisition of LivePerson, Inc.
Key Financial Metrics and Liquidity
The filing does not provide specific revenue, profit, cash flow, or margin figures for SoundHound AI, Inc. for the current period. However, it discloses the following financial-related items:
- Equity Distribution Facility: Entered into an agreement on May 11, 2026, to sell up to $300,000,000 of Class A common stock through various managers.
- Acquisition Financials: Unaudited condensed consolidated financial statements for LivePerson, Inc. for the three months ended March 31, 2026, and 2025, are attached as Exhibit 99.1.
- Pro Forma Data: Unaudited pro forma condensed combined financial information for SoundHound AI and LivePerson for the three months ended March 31, 2026, is attached as Exhibit 99.2.
Specific debt levels, liquidity ratios, or operating margins for SoundHound AI are not stated in the text of this report.
Material Changes and Corporate Actions
- Bylaw Amendment: On May 25, 2026, the Board adopted the Second Amended and Restated Bylaws. This change removes provisions allowing the Board or stockholders to ratify or confirm unauthorized, defective, or conflicted transactions to cure them and bar claims in derivative suits.
- Annual Meeting Results: Held on May 22, 2026, with 426,210,055 shares of Voting Stock present (representing 719,028,727 votes).
- Director Elections: Dr. Keyvan Mohajer, James Hom, Larry Marcus, Diana Sroka, and Dr. Eric Ball were re-elected for one-year terms.
- Auditor Ratification: Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Capital Markets Activity: Initiated an "at-the-market" equity distribution program to raise capital up to $300 million.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, revenue outlook, or management commentary regarding future financial performance. The primary risk disclosure relates to the amendment of the Bylaws, which alters the legal framework for handling derivative suits and transaction ratifications. Additionally, the execution of the equity distribution agreement introduces potential dilution to existing shareholders depending on the volume of shares sold.
Investor Verification Checklist
- Review Exhibit 99.1 for the specific financial performance of LivePerson, Inc. for Q1 2026 and Q1 2025.
- Examine Exhibit 99.2 to understand the pro forma financial impact of the LivePerson acquisition on SoundHound AI.
- Monitor the Equity Distribution Agreement (Exhibit 1.1) for future sales of Class A common stock, which may impact share count and liquidity.
- Verify the full text of the Second Amended and Restated Bylaws (Exhibit 3.1) to understand the complete scope of the governance changes regarding derivative suits.
- Confirm the voting breakdown for director elections, noting the significant number of broker non-votes (150,823,007) recorded for all nominees.