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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): September 4, 2026
SOUNDHOUND
AI, INC.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
1-40193 |
|
85-1286799 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 5400
Betsy Ross Drive |
|
|
| Santa
Clara, CA |
|
95054 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code:
(408)
441-3200
Not
applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange
on which Registered |
| Class
A Common Stock, $0.0001 par value per share |
|
SOUN |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment |
|
SOUNW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory
Note
On
September 4, 2026 (the “Closing Date”), pursuant to the Amended and Restated Merger Agreement, dated as of July 2,
2026 (the “Merger Agreement”), by and among LivePerson, Inc., a Delaware corporation (“LivePerson”),
SoundHound AI, Inc., a Delaware corporation (the “Company”), Lightspeed Merger Sub Inc., a Delaware corporation and
an indirect wholly owned subsidiary of the Company (“Merger Sub I”), and Lightspeed Merger Sub II Inc., a Delaware
corporation and an indirect wholly owned subsidiary of the Company (“Merger Sub II”), Merger Sub I merged with and
into LivePerson (the “First Merger”), with LivePerson surviving the First Merger as an indirect wholly owned subsidiary
of the Company. Immediately thereafter, Merger Sub II merged with and into LivePerson (the “Second Merger” and together
with the First Merger, the “Mergers”), with LivePerson surviving the Second Merger as an indirect wholly owned subsidiary
of the Company. Each of the Mergers became effective at the time of the filing of the respective certificate of merger with the Secretary
of State of the State of Delaware on the Closing Date (the “First Merger Effective Time” and “Second Merger
Effective Time”, as applicable). All defined terms used in Current Report on Form 8-K that are not otherwise defined herein
have the meanings ascribed to such terms in the Merger Agreement.
Item 1.01. Entry into a Material Definitive Agreement.
On
the Closing Date, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with
the holders of First Lien Convertible Senior Notes due 2029 (the “First Lien Secured Notes”) and 10.0% Second Lien
Senior Subordinated Secured Notes (the “Second Lien Secured Notes” and, together with the First Lien Secured Notes,
the “Secured Notes,” and the holders of such Secured Notes, the “Secured Holders”) of LivePerson
providing for certain resale shelf registration rights with respect to the shares of Class A Common Stock, par value $0.0001 per share
(“Company Common Stock”), issuable pursuant to the Notes Restructuring Agreement (as defined below).
The
Registration Rights Agreement requires the Company to file a registration statement under the Securities Act of 1933, as amended (the
“Securities Act”), providing for the resale of all or part of the Company Common Stock received by the Secured Holders
pursuant to the Notes Restructuring Agreement, on the date of the Registration Rights Agreement, subject to certain permissible delays,
and to use reasonable best efforts to cause such registration statement to be declared effective as soon as practicable, and thereafter
to keep such registration statement effective for the periods specified therein. The Registration Rights Agreement also contains customary
indemnity, exculpation and contribution obligations by the Company and the other parties to the Registration Rights Agreement.
The
foregoing description of the Registration Rights Agreement does not purport to be complete and is subject to and qualified in its entirety
by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Pursuant
to the terms of the Merger Agreement:
| ● | at
the First Merger Effective Time, each share of LivePerson’s common stock, par value
$0.001 (“LivePerson Common Stock”) issued and outstanding immediately
prior to the First Merger Effective Time (other than certain excluded shares, including shares
of LivePerson Common Stock that are held through the Tel-Aviv Stock Exchange Clearing
House Ltd. (“TASE Shares”)) automatically converted into the right to
receive 0.4673 shares of Company Common Stock (the “Per Share Merger Consideration”)
in accordance with the previously disclosed terms of the Merger Agreement; and |
| ● | at
the Second Merger Effective Time, each share of LivePerson’s Common Stock that was
a TASE Share that was issued and outstanding immediately prior to the Second Merger Effective
Time automatically converted into the right to receive $3.31 in cash in accordance with the
previously disclosed terms of the Merger Agreement. |
Additionally,
at the First Merger Effective Time, (i) each option to purchase shares of LivePerson Common Stock was cancelled for no consideration;
(ii) restricted stock units with respect to shares of LivePerson Common Stock (the “LivePerson RSUs”) held by non-employee
directors of LivePerson and each LivePerson RSU that was vested but not yet settled became entitled to receive the Per Share Merger Consideration
in respect of each LivePerson RSU (or otherwise the cash value of such Per Share Merger Consideration, if applicable), less applicable
tax withholdings; (iii) all other LivePerson RSUs were assumed by the Company and converted into corresponding awards denominated in
shares of the Company Common Stock, and (iv) all warrants to purchase shares of LivePerson Common Stock were cancelled for no consideration,
in each case, in accordance with the previously disclosed terms of the Merger Agreement.
The
issuance of shares of the Company Common Stock to the former stockholders of LivePerson was registered under the Securities Act pursuant
to a registration statement on Form S-4 (File No. 333-296284), as amended, filed by the Company with the Securities and Exchange Commission
(the “SEC”) and declared effective on July 9, 2026 (the “Registration Statement”). The proxy statement/prospectus
included in the Registration Statement contains additional information about the Mergers, the Merger Agreement and the transactions contemplated
thereby.
The
information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
The
foregoing description of the Mergers and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Merger Agreement, which was filed with the SEC as Exhibit 2.1 to the Company’s Current Report on Form 8-K
filed on July 2, 2026, and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 and Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The shares of Company Common Stock issued pursuant to the Notes Restructuring Agreement were issued in reliance upon an exemption from
registration pursuant to Section 4(a)(2) of the Securities Act on the basis that the transaction did not involve a public offering.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective
upon the consummation of the Mergers, the Board of Directors of the Company appointed John Collins as Chief Financial Officer of the
Company.
Biographical
and other information regarding Mr. Collins required by Item 5.02(c) of Form 8-K is below:
John
D. Collins, age 43, served as Chief Financial Officer of LivePerson since February 2020 and Chief Operating Officer of LivePerson since
January 2024, and Interim Chief Executive Officer of LivePerson from August 2023 to January 2024. Prior to joining LivePerson in September
2019 to lead the development of automations and machine learning to support strategic decision making and predictive analytics as SVP
of Quantitative Strategy, Mr. Collins co-founded Thasos in 2013, a New York City-based predictive intelligence company powering large-scale
equity trading platforms. Mr. Collins earned his J.D. from Chicago-Kent College of Law at Illinois Institute of Technology, his M.B.A.
from the Massachusetts Institute of Technology, and his B.S. from the University of Central Florida.
In
connection with is appointment, the Company entered into an Employment Agreement with Mr. Collins (the “CFO Employment Agreement”).
Under the CFO Employment Agreement, Mr. Collins will receive an annual base salary of $465,000 and will also be eligible to receive a
discretionary annual bonus with a target bonus equal to 65% of his annual base salary. In addition, in connection with his commencement
of employment, Mr. Collins will be granted a signing bonus of $150,000 and sign-on equity awards, with approximately 63% granted in the
form of time-based restricted stock units that will vest over a period of four years and the remaining 37% granted in the form of performance
stock units. Mr. Collins will also be eligible for future equity awards at the discretion of the board of directors or the compensation
committee thereof.
There
are no arrangements or understandings between Mr. Collins and any other persons pursuant to which he was selected to be an officer
of the Company. There are also no family relationships between Mr. Collins and any director or executive officer of the Company
and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
Item 7.01 Regulation FD Disclosure.
On
September 4, 2026, the Company issued a press release announcing the completion of the Mergers and the Notes Restructuring
Transactions. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
The
information in this report furnished pursuant to Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the
Securities Act, if such subsequent filing specifically references such information
Item 8.01 Other Events.
In
connection with the consummation of the Mergers, on the Closing Date, the Company, LivePerson and each of the Secured Holders consummated
the transactions contemplated by the Notes Restructuring Agreement, dated as of April 21, 2026, by and among the Company, LivePerson
and the Secured Holders (the “Notes Restructuring Agreement”), pursuant to which, and on the terms and subject to
the conditions thereof, the Secured Holders released and deemed satisfied the Secured Notes for the consideration contemplated thereby
and further described below (the transactions contemplated by the Notes Restructuring Agreement, “Notes Restructuring Transactions”).
Pursuant
to the Notes Restructuring Agreement, (a) the holder of First Lien Secured Notes accepted, in full and complete satisfaction of all obligations
of LivePerson to such holder under the First Lien Secured Notes, 25,142,335 shares of Company Common Stock and an aggregate amount of
cash equal to $2,499,450 in accordance with the previously disclosed terms of the Notes Restructuring Agreement and (b) the holders of
the Second Lien Secured Notes accepted, in full and complete satisfaction of all obligations of LivePerson to such holders under the
Second Lien Secured Notes, an aggregate amount of 11,752,504 shares of Company Common Stock and an aggregate amount of cash equal to
$3,348,550, which amounts were allocated among the holders of the Second Lien Secured Notes in accordance with the Notes Restructuring
Agreement.
The
foregoing descriptions of the Notes Restructuring Transactions and the Notes Restructuring Agreement in this Item 8.01 do not purport
to be complete and are qualified in their entirety by reference to the Notes Restructuring Agreement, a copy of which was filed as Exhibit
10.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 21, 2026, and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
| 2.1* |
|
Amended and Restated Merger Agreement, dated as of July 2, 2026, by and among SoundHound AI, Inc., Lightspeed Merger Sub Inc., Lightspeed Merger Sub II Inc., and LivePerson, Inc. (incorporated by reference to Exhibit 2.1 the Current Report on Form 8-K filed by the Company on July 2, 2026). |
| 10.1* |
|
Notes Restructuring Agreement, dated as of April 21, 2026, by and among SoundHound AI, Inc., LivePerson, Inc. and each holder of LivePerson’s Second Lien Senior Subordinated Secured Notes due 2029 (incorporated by reference to Exhibit 10.1 the Current Report on Form 8-K filed by the Company on April 21, 2026). |
| 10.2# |
|
Registration Rights Agreement, dated September 2, 2026, by and among SoundHound AI, Inc. and each holder of LivePerson, Inc.’s First Lien Convertible Secured Notes due 2029 and LivePerson’s Second Lien Senior Subordinated Secured Notes due 2029. |
| 99.1 |
|
Press Release issued by SoundHound dated September 4, 2026. |
| 104.1 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Schedules
and exhibits have been omitted pursuant to Item 601(a)(5) and (a)(6) of Regulation S-K. The Company hereby undertakes to furnish supplemental
copies of any of the omitted schedules and exhibits upon request by the SEC |
| # | Certain portions of this exhibit (indicated by “***”)
have been redacted pursuant to Item 601(a)(6) of Regulation S-K. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
September 4, 2026
| |
SOUNDHOUND AI, INC. |
| |
(Registrant) |
| |
|
| |
By: |
/s/ Keyvan Mohajer |
| |
|
Keyvan Mohajer |
| |
|
Chief Executive Officer |
5
Exhibit 99.1
SoundHound AI Completes Acquisition of LivePerson, Creating a World-Leading
Omnichannel Conversational AI Powerhouse
Combined company appoints John Collins as Chief Financial Officer

SANTA CLARA, Calif. — September 04, 2026 — SoundHound
AI, Inc. (Nasdaq: SOUN), a global leader in voice and agentic AI, today announced the successful completion of its acquisition of LivePerson,
Inc., and the appointment of John Collins as the combined company’s Chief Financial Officer.
With the transaction officially closed, SoundHound AI immediately expands
its market footprint, with a customer base that includes 25 of the Fortune 100, and a strengthened IP portfolio of over 750 patents. The
combination brings together LivePerson’s extensive enterprise digital messaging infrastructure with SoundHound’s proprietary voice agentic
AI. LivePerson’s platform will be integrated into OASYS, SoundHound’s self-learning Orchestrated Agent System, which is the
result of decades of innovation from SoundHound and its recent acquisitions. The unified platform will deliver a world-leading fully integrated,
end-to-end customer engagement solution that operates natively across voice, web, mobile, SMS, and social channels.
“This merger represents a defining moment for the new agentic
AI era. Together, we are delivering the most complete AI platform to the most comprehensive enterprise customer base in the industry,”
said Keyvan Mohajer, CEO and Co-Founder of SoundHound AI. “Now global brands have a single, unified engine to power
intelligent customer interactions — scaling SoundHound’s reach to serve every enterprise, on every channel, at an unprecedented
level.”
Highlights of the closed transaction include a strong and fully debt-free
combined balance sheet, establishing a resilient financial foundation for accelerated commercial growth and continuous product innovation.
With expanded global scale, an enriched customer base spanning key enterprise verticals, and enhanced cross-selling capabilities, the
unified company is strategically positioned to target more than $500M in future revenue from the existing customer base alone. The acquisition
accelerates the combined company’s ability to address the rapid rise of agentic AI, with Gartner® forecasting that enterprise
spend on the software will reach $985 billion by 2030.
New Chief Financial Officer Appointed
Following an extensive executive search, SoundHound AI has selected
John Collins to join the company as its Chief Financial Officer. As CFO, Collins will focus on accelerating SoundHound AI’s path
to sustainable profitability, while maintaining its strong growth trajectory and disciplined approach to capital allocation.
Collins brings over 15 years of leadership experience at the intersection
of enterprise software, data science, capital markets, corporate finance, and artificial intelligence. With a rare blend of operator expertise,
financial stewardship, and entrepreneurial vision, he has previously been a founder, as well as Chief Financial Officer, Chief Operating
Officer, and Interim Chief Executive Officer at LivePerson.
Throughout his career, Collins has consistently met the strategic and
financial needs of the business, from supporting R&D innovation and high growth, to driving cost-optimization initiatives that yielded
free cash flow and improved operational efficiency. Notably, Collins led a transformation from more than $100M of annual cash burn to
positive free cash flow in a single year while supporting double-digit growth, executed cost-reduction programs in excess of $200M, and
led multi-year debt restructurings that captured $227M of debt discount, improving liquidity and shifting enterprise value from debt holders
to equity holders. This proven background in managing complex enterprise infrastructure equips Collins to drive the financial integration
of SoundHound AI and LivePerson post-close, helping to create a world leader in AI for customer service.
The holder of both a JD and an MBA, Collins will oversee the combined
company’s financial strategy with a focus on accelerating margin expansion, enforcing tight cost discipline, and driving seamless operational
synergies to capitalize on SoundHound AI’s expanded footprint and the rapidly growing agentic AI market.
“Joining SoundHound AI at this pivotal juncture is an extraordinary
opportunity to help steer the company’s next phase of global growth at a time of rapid agentic AI adoption by large enterprises,”
said John Collins, incoming CFO of SoundHound AI. “Backed by a strong, debt-free balance sheet and market momentum, my
focus will be on driving seamless operational integration, enforcing cost discipline, and accelerating our path to sustainable, high-margin
profitability.”
Day One Combination Value
With the closing following regulatory and shareholder approvals, integration
is actively underway to deliver immediate value to customers and shareholders:
| ● | Unified Omnichannel Solutions: Enterprise customers can now deploy a single conversational AI platform capable of driving voice
interactions, digital chat, and social messaging natively. |
| | | |
| ● | Enhanced AI Capabilities for LivePerson Customers: SoundHound’s fully agentic platform, OASYS, and AI models will deliver
improvements in performance, user experience, containment, and overall customer health across LivePerson’s enterprise customer base
spanning digital and voice channels. |
| | | |
| ● | Smarter, Faster AI Across Every Channel: By combining SoundHound’s deep voice capabilities with LivePerson’s proven
digital engagement, enterprise deployments benefit from an even richer foundation of customer interaction insights. This means higher
containment rates, faster resolution times, and smoother experiences. |
| | | |
| ● | Strengthened Financial Footprint: As part of the close, SoundHound has retired LivePerson’s outstanding debt, establishing
a strong, debt-free balance sheet positioned to drive efficient growth. |
“Our shared focus is clear: accelerate innovation and deliver
immediate impact for our customers,” said John Sabino, CEO of LivePerson. “Together, we offer an unparalleled
value proposition for enterprises seeking to modernize their contact centers and digital touchpoints with a trusted, enterprise-grade
AI partner.”
With the transaction closed, LivePerson common stock will cease trading
on the Nasdaq stock market. Functional integration is already underway, with combined product offerings and expanded capabilities set
to roll out to global clients in the coming quarters.
About SoundHound AI
SoundHound AI (Nasdaq:SOUN) is a voice and
agentic AI company that enables businesses to deliver natural, end-to-end conversational experiences across digital and physical channels,
including phones, kiosks, chat, smart devices, drive-thrus, TVs, in-vehicle, and more. Its agentic platform, OASYS, is a self-learning,
orchestrated AI system where organizations can build and deploy conversational AI agents to handle transactions, tasks, and workflows
on behalf of customers and employees. Built on proprietary technology backed by 750+ patents and years of AI research, SoundHound serves
leading brands across industries including automotive, financial services, healthcare, retail, telecommunications, and more. It powers
millions of products and processes billions of interactions annually for enterprise customers worldwide. Learn more at: www.soundhound.com
Forward Looking Statements
This press release contains “forward looking statements”
within the meaning of the U.S. federal securities laws about the expectations, beliefs, plans, intentions, prospects, financial results
and strategies relating to SoundHound AI’s acquisition of LivePerson. Such forward looking statements include, among others, statements
regarding future product capabilities and offerings, expected benefits to SoundHound AI and LivePerson and their customers arising from
and in relation to the acquisition, SoundHound AI’s plans for future operations and anticipated product offerings, the parties’
expectations for value creation and strategic advantages, market and growth opportunities, SoundHound AI’s anticipated revenue growth
and profitability, future financial condition and performance and expected financial impacts of the acquisition, and the parties’
expectations, intentions, strategies, assumptions or beliefs about future events, results of operations or performance or that do not
solely relate to historical or current facts.
These forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “potential,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events
or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors
could cause actual future events to differ materially from the forward-looking statements in this communication. Factors that may cause
actual results to differ materially from those in any forward looking statements include, without limitation, the effect of the acquisition
on SoundHound AI’s or LivePerson’s business, operating results, and relationships with customers, suppliers, competitors and
others; risks that the acquisition may disrupt SoundHound AI’s or LivePerson’s current plans and business operations; failure
to realize the anticipated benefits of the acquisition; challenges or delays in assimilating or integrating LivePerson’s technology
into SoundHound AI’s platform; challenges retaining employees of LivePerson; unanticipated obligations or liabilities related to
LivePerson’s legacy business; potential adverse tax consequences and the potential effects on the accounting of the acquisition;
changes in applicable laws or regulations and extensive and evolving government regulations that impact SoundHound AI’s or LivePerson’s
operations and business; investigations, claims, disputes, enforcement actions, litigation and/or other regulatory or legal proceedings,
including with respect to AI technology; risks that SoundHound AI may not be able to manage strains associated with its growth; dependence
on key personnel; stock price volatility; SoundHound AI’s and LivePerson’s ability to protect their intellectual property
and related litigation risks; the risk that LivePerson’s usage patterns, customer renewals, customer outcomes and similar metrics
differ from expectations; the risk of cybersecurity incidents or breaches impacting LivePerson’s business; risks related to the
use and regulation of artificial intelligence and machine learning; changes in business, market, financial, political and regulatory conditions;
and disruption to SoundHound AI’s business and diversion of our management’s attention and other resources. The foregoing
list of risk factors is not exhaustive. Further information on factors that could affect our financial and other results is included in
the filings that SoundHound AI and/or LivePerson filed, or that will be filed, with the U.S. Securities and Exchange Commission.
All forward-looking statements are based on information available to
SoundHound AI as of the date hereof, and SoundHound AI assumes no obligation to update any forward-looking statements, except as may be
required under applicable securities laws.