Every 8-K that LivePerson Inc (LPSN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow LPSN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full LPSN filings page.
LIVEPERSON INC (symbol: LPSN) is the issuer of record for a Form 8-K filing submitted to the SEC.
LIVEPERSON INC (symbol: LPSN) is the issuer of record for a Form 8-K filing submitted to the SEC.
LIVEPERSON INC (LPSN) reported that its August 20, 2026 special stockholder meeting to consider approval of its Amended and Restated Merger Agreement with SoundHound AI, Inc. was convened and immediately adjourned. The adjournment allows additional time to solicit proxies in favor of the merger proposal and a related non-binding compensation advisory vote.
A quorum was present, with 6,052,028 shares of common stock represented. Stockholders approved the adjournment proposal with 5,811,286 shares in favor, 193,675 against and 44,375 abstentions. LivePerson disclosed that over 97% of votes cast to date support the merger but a majority of all outstanding shares has not yet been reached. The special meeting is adjourned to September 2, 2026 at 10:00 a.m. Eastern Time, to be held virtually, with the record date unchanged at July 6, 2026.
LivePerson, Inc. reports that all required foreign investment approvals for its proposed two-step merger with SoundHound AI, Inc. have now been obtained. Approvals from Italy and Canada were received on June 25, 2026, Germany on June 29, 2026, the United Kingdom on July 1, 2026, and Bulgaria on July 20, 2026.
The completion of these reviews satisfies all regulatory approval conditions to closing the Mergers. The transaction remains subject to other closing conditions, including approval by LivePerson stockholders, after which Merger Sub I and Merger Sub II would each merge with LivePerson, leaving it as an indirect wholly owned subsidiary of SoundHound.
LivePerson, Inc. outlines extensive shareholder communications and details of its pending stock‑for‑stock acquisition by SoundHound AI, Inc. LivePerson stockholders (other than Tel Aviv Stock Exchange holders) are expected to receive SoundHound common stock, with consideration that was valued at approximately $3.33 per LivePerson share at announcement, implying about $43 million of equity value and a roughly 22% premium to the 30‑day volume‑weighted average price. The exact share ratio will be set using SoundHound’s 10‑day VWAP, subject to a $7.00–$12.00 collar; TASE holders receive cash expected to be substantially equivalent in per‑share value. A special meeting to approve the merger is scheduled for August 20, 2026, for holders of record on July 6, 2026, and unvoted shares effectively count as votes against.
The board explains its unanimous support for the deal against a backdrop of financial stress: 2025 revenue was $243.7 million, down 22% year‑over‑year, with 2026 revenue guided down a further 15%–20% to $195–$207 million. Enterprise and mid‑market revenue retention fell to 78% for 2025, GAAP net loss was $67.2 million, and stockholder deficit was ‑$51.5 million at March 31, 2026. LivePerson also carries about $350 million of secured notes, whose holders have agreed to a significant discount to facilitate equity value for shareholders. The board cites SoundHound’s Q1 2026 revenue of $44.2 million (52% growth), a stronger balance sheet and prior acquisition integrations as reasons the combined company could offer better long‑term prospects than LivePerson remaining independent under heavy debt and declining revenue.
LivePerson has amended and restated its merger agreement with SoundHound AI, adjusting the deal structure while keeping the overall combination intact. The merger will now occur via two steps, with LivePerson surviving first as, and ultimately remaining, an indirect wholly owned subsidiary of SoundHound.
The key change is for LivePerson shares held through the Tel Aviv Stock Exchange. Instead of receiving SoundHound stock, these TASE Shares will receive cash funded from the same overall merger value, with the aggregate TASE cash pool calculated from the Closing Merger Consideration and capped at $7,500,000.
The Aggregate Consideration Amount remains tied to $42,784,532.64, adjusted for LivePerson Shortfall Cash and in-the-money option exercise prices. Closing conditions still include LivePerson stockholder approval, various regulatory approvals, an effective Form S-4, and completion of notes restructuring, with an outside date of October 21, 2026, extendable to December 5, 2026. If certain terminations occur, LivePerson must pay SoundHound a $5,000,000 termination fee plus transaction expenses, subject to a $3,750,000 cap in specified notes-related scenarios. LivePerson’s board unanimously approved the revised deal and continues to recommend it to stockholders.
LivePerson, Inc. agreed to be acquired by SoundHound AI, Inc. via a stock-for-stock merger, with LivePerson becoming an indirect wholly owned subsidiary of SoundHound. LivePerson stockholders will receive Class A SoundHound shares based on a formula linking a $42,784,532.64 Aggregate Consideration Amount to SoundHound’s 10‑day VWAP, subject to collar limits between $7 and $12 per share.
In-the-money LivePerson options and vested RSUs will be cashed out or converted into SoundHound equity, while out-of-the-money options and all warrants will be cancelled. Completion depends on LivePerson stockholder approval, regulatory clearances, effectiveness of a Form S‑4, Nasdaq listing of new SoundHound shares, and a concurrent restructuring of LivePerson’s secured notes.
Concurrently, SoundHound, LivePerson and holders of LivePerson’s 2029 first- and second‑lien secured notes entered a Notes Restructuring Agreement. Noteholders will exchange their debt for SoundHound stock valued at $178,007,733.68 for first‑lien notes and $83,207,733.68 for second‑lien notes, plus defined cash components tied to LivePerson’s cash balances and any repurchases of 0% convertible notes due 2026. The merger agreement includes outside dates up to December 5, 2026 and a $5,000,000 termination fee plus expenses for certain LivePerson walk‑away scenarios.
LivePerson, Inc. reported fourth quarter 2025 revenue of $59.3 million, down 19% year over year, reflecting customer cancellations and downsells. Net loss narrowed to $46.1 million, or $3.92 per share, from $112.1 million a year earlier, helped by lower impairments.
Adjusted operating income rose to $5.5 million and adjusted EBITDA to $10.8 million, both above the prior year’s levels. Cash and cash equivalents were $95.0 million at December 31, 2025, down from $183.2 million a year earlier, as free cash flow for 2025 was negative $42.5 million.
For full year 2026, the company guides revenue to $195–$207 million, implying a 15%–20% decline, and expects adjusted EBITDA between a loss of $4 million and a profit of $7 million, targeting an adjusted EBITDA margin range of (2.1)% to 3.4%.
LivePerson, Inc. filed an amended report to update prior disclosures about recent additions to its Board of Directors. The company previously appointed Ryan L. Vardeman to the Board on October 14, 2025 and Nathan “Tripp” Lane on November 7, 2025.
As of January 22, 2026, the Board assigned Mr. Lane to serve on the Audit Committee and Mr. Vardeman to serve on the Compensation Committee. No other changes were made to the earlier reports, so this update is limited to clarifying committee roles for the new directors.
LivePerson (LPSN) appointed Nathan “Tripp” Lane to its Board as a Class II director effective November 7, 2025, with a term expiring at the 2026 Annual Meeting of Stockholders. He was nominated pursuant to the previously announced Exchange Agreement with former holders of the Company’s 0% Senior Convertible Notes due 2026, following the Company’s standard governance review. Committee assignments will be disclosed later. Lane will receive standard annual director fees and benefits and an initial equity grant under the Amended and Restated 2019 Stock Incentive Plan. The Company intends to enter into its standard director indemnification agreement with him.
LivePerson, Inc. (LPSN) furnished a press release announcing its results of operations and financial condition for the quarter ended September 30, 2025. The release was provided as Exhibit 99.1 to a Form 8-K under Item 2.02.
The company states this information is furnished, not filed under Section 18 of the Exchange Act and will not be incorporated by reference into other filings unless specifically stated. An Inline XBRL cover page was included as Exhibit 104.
LivePerson, Inc. appointed Ryan L. Vardeman as a Class III director effective October 14, 2025, with a term expiring at the 2027 Annual Meeting of Stockholders. He was nominated pursuant to the previously announced Exchange Agreement with certain former holders of the Company’s 0% Senior Convertible Notes due 2026, following the Company’s standard governance processes.
The Company disclosed under Item 404(a) that Palogic Value Fund, LP—affiliated with Mr. Vardeman—participated as a Noteholder in the exchange and received approximately $1.3 million in cash, approximately $3.3 million principal amount of Second Lien Senior Subordinated Secured Notes due 2029, 1,592,984 shares (or 106,198 post‑reverse‑split) of common stock, and 762 shares of Series B Fixed Rate Convertible Perpetual Preferred Stock. Mr. Vardeman will receive standard director compensation and an initial equity grant under the Amended and Restated 2019 Stock Incentive Plan. A press release announcing the appointment is furnished as Exhibit 99.1.
LivePerson, Inc. stockholders approved a reverse stock split at a Special Meeting, and the Board set a 1-for-15 reverse split to be effective before market open on October 13, 2025. At the Effective Time every 15 issued and outstanding shares will be combined into one share, and the company will proportionately reduce authorized common shares from 300,000,000 to 20,000,000. The Company will adjust outstanding equity awards, warrants, convertible notes and plan share pools in proportion to the split terms; par value remains unchanged. No fractional shares will be issued; cash will be paid in lieu of fractional shares. Trading is expected to resume on Nasdaq under the existing symbol LPSN with a new CUSIP of 538146309.
LivePerson, Inc. stockholders approved an amendment to the Certificate of Incorporation to allow the Board to effect a reverse stock split of Common Stock at a ratio between 1-for-5 and 1-for-20, with the exact ratio to be set by the Board without further stockholder approval. The amendment also reduces the number of authorized shares of Common Stock in the same ratio when the reverse split is implemented. The vote occurred with 74,781,018 shares represented, and the record shows Series B Preferred Stock holders were entitled to 16,080,310 votes. The Board may implement the reverse split at any time before October 2, 2026.
LivePerson, Inc. filed a Current Report describing an exchange transaction and issuance of Second Lien Senior Subordinated Secured Notes due 2029. The New Secured Notes were issued under an indenture dated September 12, 2025, guaranteed by certain subsidiaries and secured by second-priority liens on substantially all assets. The notes accrue interest at 10.0% per annum, with interest payable in-kind (PIK) prior to March 15, 2027, and optional cash/PIK mix through June 15, 2028; thereafter interest is payable in cash with up to 6.0% PIK at the company’s option. The New Secured Notes mature on December 15, 2029 and include customary affirmative and negative covenants and staged redemption provisions. The filing also references 26,551 shares of Series B Preferred Stock in connection with the exchange and notes a preliminary proxy statement filed August 27, 2025 seeking shareholder approval of charter amendments for a special meeting.
LivePerson disclosed a Nasdaq compliance matter and a shareholder proposal to authorize potential reverse stock splits to address the issue. The company states Proposal No. 1 in the proxy seeks authorization primarily in response to a Nasdaq notice on May 1, 2025 regarding LivePerson's compliance with the exchange's minimum bid price rule. The Board would implement any reverse split only if it later determines it is in the best interests of the company and stockholders. The filing notes that as of August 28, 2025 the closing bid had met or exceeded $1.00 per share for the prior eight consecutive trading days. The report also contains standard forward-looking statements and a non-exhaustive list of risks that could affect future results.
LivePerson, Inc. furnished a Current Report announcing it issued a press release with results of operations and financial condition for the quarter ended June 30, 2025. The filing states the press release is included as Exhibit 99.1 and that the Interactive XBRL cover page is filed as Exhibit 104. The company expressly notes the information furnished under Item 2.02 is not to be deemed "filed" under the Exchange Act and will not be incorporated by reference into other filings unless specifically referenced. The report is signed on behalf of the registrant by John Collins, Chief Financial Officer and Chief Operating Officer.
LivePerson entered an exchange to replace approximately $341.1 million of its outstanding 0% Convertible Senior Notes due 2026 with a mix of cash, secured debt and equity that will materially change its capital structure. Under the agreement the company will pay $45.0 million in cash, issue $115.0 million aggregate principal of 10.0% Second Lien Senior Subordinated Secured Notes due December 15, 2029 (interest initially payable in-kind), and issue common stock and 90,000 shares of Series B Preferred Stock that, together with common equity issued at closing, will convert into an amount equal to 39.0% of fully diluted common stock as of closing.
The New Secured Notes bear 10.0% annual interest with 100% PIK through March 15, 2027, optional cash/PIK payments thereafter, and contain customary secured junior covenants and make-whole and fundamental change repurchase provisions. Series B Preferred Stock accrues a 15.0% regular dividend (rising to 20.0% after one year), votes on an as-converted basis and converts automatically if a stockholder-approved charter amendment increasing authorized common shares is adopted. The board also adopted bylaws reducing the quorum for special stockholder meetings to 33 1/3%. The company disclosed an internal year-end liquidity range of $92 million to $130 million for each fiscal year ending December 31, 2025–2029, exclusive of certain effects of the Exchange. Closing is expected prior to September 30, 2025, subject to closing conditions.