Business Context and Reporting Period
This Form 8-K, dated September 4, 2026, reports the completion of the acquisition of LivePerson, Inc. by SoundHound AI, Inc. (the "Company"). On this date, two merger transactions were consummated, resulting in LivePerson becoming an indirect wholly-owned subsidiary of SoundHound AI. The filing also details the restructuring of LivePerson's secured debt and the appointment of a new Chief Financial Officer.
Key Financial Metrics and Transaction Details
The filing does not provide standard financial metrics such as revenue, profit, cash flow, or margins for the reporting period. Instead, it details the consideration paid for the acquisition and debt restructuring:
- Equity Consideration: LivePerson common stockholders received 0.4673 shares of SoundHound AI Class A Common Stock for each share held (excluding TASE Shares).
- Cash Consideration: Holders of LivePerson shares traded on the Tel-Aviv Stock Exchange (TASE Shares) received $3.31 per share in cash.
- Debt Restructuring (First Lien): Satisfied via 25,142,335 shares of Company Common Stock and $2,499,450 in cash.
- Debt Restructuring (Second Lien): Satisfied via 11,752,504 shares of Company Common Stock and $3,348,550 in cash.
Material Changes Versus Prior Period
The primary material change is the corporate structure resulting from the Mergers. LivePerson is no longer a public independent entity but a subsidiary of SoundHound AI. Additionally, all outstanding options and warrants of LivePerson were cancelled for no consideration, while vested restricted stock units (RSUs) were converted into Company stock or cash, and unvested RSUs were assumed by the Company.
Guidance, Outlook, and Management Commentary
The filing does not contain forward-looking financial guidance or management commentary regarding future revenue or earnings. However, it notes the following operational changes:
- Executive Appointment: John Collins was appointed Chief Financial Officer of SoundHound AI effective upon the closing of the Mergers.
- Compensation: Mr. Collins will receive an annual base salary of $465,000, a target bonus of 65% of base salary, a $150,000 signing bonus, and sign-on equity awards (63% time-based RSUs, 37% performance stock units).
- Registration Rights: The Company entered into a Registration Rights Agreement with the holders of the restructured notes, requiring the filing of a registration statement for the resale of the Company Common Stock issued to them.
Important Facts for Investor Verification
- Verify the total number of SoundHound AI shares issued to LivePerson stockholders and debt holders to assess potential dilution.
- Confirm the cash outflow of approximately $5.85 million ($2.5M + $3.3M) used to satisfy TASE shares and debt holders.
- Review the full text of the Amended and Restated Merger Agreement (Exhibit 2.1) and Notes Restructuring Agreement (Exhibit 10.1) for specific covenants and conditions.
- Monitor the effectiveness of the registration statement for the resale of shares issued to Secured Holders as required by the new Registration Rights Agreement.