LivePerson's SEC filings document material events for an operating software company focused on conversational AI. Recent Form 8-K reports furnish quarterly results for the LivePerson business, including revenue, adjusted EBITDA commentary, customer activity and recurring-revenue measures tied to its enterprise and mid-market customer base.
The filings also record governance and capital-structure matters, including board appointments, committee assignments, charter amendments, authorized-share changes, reverse stock split actions, rights to purchase Series A Junior Participating Preferred Stock, and material-agreement references connected to prior convertible note matters.
LIVEPERSON INC (LPSN) describes the pending acquisition of LivePerson by SoundHound AI and urges stockholders to vote in favor of the merger. Approval requires the affirmative vote of a majority of all outstanding shares, so not voting has the same practical effect as voting against the transaction.
The company highlights risks if the deal is not approved, including business deterioration, possible Nasdaq delisting, and difficulty servicing substantial debt that could lead to a reorganization in which stockholders may receive no value. LivePerson states that its outstanding debt exceeds the total transaction value, and that secured noteholders have agreed to exchange their notes at a substantial discount to approximately $350 million par value. It cites an expected consideration of SoundHound stock valued at about $3.33 per LivePerson share as of April 21, 2026, described as a 22% premium to the 30-day volume-weighted average price before the announcement, with TASE-listed holders receiving a substantially equivalent cash amount.
LivePerson, Inc. (LPSN) describes the proposed acquisition of LivePerson by SoundHound AI and highlights that the deal’s completion depends on conditions such as shareholder approvals, regulatory clearances and related notes restructuring transactions. It outlines numerous risks that could delay, alter or prevent closing, including integration challenges, higher-than-expected costs, business disruption and possible legal proceedings.
The communication emphasizes that SoundHound AI has filed a registration statement on Form S-4 containing a proxy statement/prospectus for LivePerson stockholders, and that investors are urged to read this and related SEC filings carefully, which are available free of charge on the SEC, SoundHound AI and LivePerson websites. It also clarifies this is not an offer or solicitation to buy or sell securities.
LivePerson, Inc. describes disclosure and procedural information related to SoundHound AI’s proposed acquisition of LivePerson. The communication outlines extensive forward-looking statements about the timing of regulatory approvals, shareholder votes, notes restructuring, integration, and potential benefits and risks of the merger. It highlights numerous risk factors that could cause actual outcomes to differ, including failure to close, higher-than-expected transaction costs, integration challenges and possible adverse reactions from customers, employees, or partners. The text clarifies that the message is not an offer or solicitation for securities and stresses that the definitive Form S-4 registration statement and the joint proxy statement/prospectus, filed on July 9, 2026, contain important information for LivePerson and SoundHound AI security holders.
LivePerson, Inc. discloses information regarding SoundHound AI’s proposed acquisition of LivePerson and emphasizes that many statements about the deal are forward-looking statements subject to significant risks and uncertainties. These include risks that the merger agreement could be terminated, that closing conditions such as required shareholder approvals or completion of notes restructuring may not be satisfied, and that integration or anticipated benefits may be delayed or not fully realized.
The communication clarifies it is not an offer or solicitation to buy, sell, or exchange securities. SoundHound AI has filed a registration statement on Form S-4, including a proxy statement/prospectus for LivePerson stockholders, dated July 9, 2026, and mailing to LivePerson stockholders began on or about that date. Investors in LPSN and SoundHound are urged to read the Form S-4, proxy statement/prospectus, and related SEC filings, available free of charge via the SEC and company websites, before making any voting or investment decisions.
LivePerson, Inc. provides guidance to employee shareholders on how to vote at the August 20, 2026 special meeting to approve its proposed merger with SoundHound AI. Voting can be completed through Fidelity NetBenefits, either via a direct "Not Voted" link under Proxy Materials or by using a unique control number at ProxyVote.com.
Only shares held as of the July 6, 2026 record date are eligible to vote. The proxy voting deadline is 11:59 p.m. ET on August 19, 2026, and approval of the merger requires support from a majority of LivePerson’s outstanding shares, so non-votes have the same effect as votes against. The communication also includes standard forward-looking statement cautions and points investors to the Form S-4 registration statement and proxy statement/prospectus filed on July 9, 2026 for detailed information on the proposed acquisition.
LivePerson and SoundHound AI describe the strategic rationale for their proposed merger ahead of LivePerson’s August 20, 2026 shareholder vote. Management highlights complementary strengths in digital and voice channels and a unified “agentic AI” platform intended to serve customers across phone, web, mobile and other digital touchpoints.
They state that, upon closing, the combined company is expected to be debt-free with capital to invest, following compromises with LivePerson’s debtholders. Leadership cites an immediate opportunity the combined company targets of $500 million in annual revenue within a broader enterprise agentic AI market projected at about $1 trillion by 2030. For LivePerson stockholders, the transaction is described as valuing shares at $3.33, which is said to represent a 22% premium to the 30‑day trading average when the deal was signed. The communication emphasizes that more than 50% shareholder approval is required and outlines standard closing risks and SEC disclosure references.
LivePerson describes the proposed acquisition by SoundHound AI, emphasizing that many statements are forward-looking and subject to significant risks, including failure to obtain shareholder and regulatory approvals or complete related notes restructuring transactions. It highlights potential integration challenges, reputational impacts, and management distraction.
The communication explains that SoundHound AI filed a registration statement on Form S-4, which includes LivePerson’s definitive proxy statement/prospectus dated July 9, 2026, mailed to stockholders. Investors are urged to read the Form S-4 and proxy statement/prospectus, available for free on the SEC and company websites, and are reminded this is not an offer or solicitation of securities.
LivePerson is soliciting support from major stockholders ahead of a Special Meeting on August 20, 2026 to vote on its proposed acquisition by SoundHound AI. The communication invites significant investors to discuss the strategic merits of the merger, downside risks of remaining standalone, and other details before voting, with coordination through proxy solicitor MacKenzie Partners. It explains that the transaction will be effected through SoundHound AI common stock to be issued under a registration statement on Form S-4, which includes a definitive proxy statement/prospectus dated July 9, 2026. The text emphasizes that these materials, filed with the SEC and available online, contain important information for voting and investment decisions, includes standard forward-looking statement cautions and risk factors that could affect completion and benefits of the deal, and clarifies that this communication is not itself an offer or solicitation to buy or sell securities.
LivePerson describes the proposed acquisition of LivePerson by SoundHound AI and urges stockholders to vote on the transaction using the proxy materials provided. A registration statement on Form S-4 that includes LivePerson’s definitive proxy statement/prospectus was filed on July 9, 2026, and mailing to stockholders began on or about that date.
The communication emphasizes that the deal’s completion depends on shareholder approvals, regulatory clearances, and consummation of related notes restructuring transactions. It lists numerous risks that could delay, change, or prevent closing, including integration challenges, potential increased costs, reputational impacts, management distraction, and possible legal proceedings. Investors are directed to read the Form S-4 and proxy statement/prospectus and other SEC filings for full details before making voting or investment decisions.
LivePerson, Inc. outlines its proposed all-stock merger with SoundHound AI and urges stockholders to vote ahead of the August 20 special meeting. The company notes that approval requires support from more than 50% of outstanding shares, and that not voting has the same effect as voting against. Management highlights that proxy advisory firms ISS and Glass Lewis have recommended voting “FOR” the transaction and that the agreed value of $3.33 per LivePerson share represents a 22% premium to the 30‑day trading average when the deal was signed. Leadership describes strategic benefits including combining LivePerson’s digital channels with SoundHound’s voice capabilities, an anticipated debt‑free balance sheet at closing, resources to invest, and cross‑sell opportunities. They cite a near‑term revenue opportunity of $500 million per year in the combined business within an enterprise agentic AI market that they state is projected to approach $1 trillion by 2030.