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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. ☐
On
September 4, 2026, SoundHound AI, Inc. (the “Company”) filed with the Securities and Exchange Commission (the
“SEC”) a prospectus supplement to the prospectus included in the Company’s registration statement on Form S-3
(Registration No. 333-295779) filed with the SEC on May 11, 2026 (the “Registration Statement”), relating to the resale
of shares of Class A Common Stock, par value $0.0001 per share (the “Common Shares”), issued to former noteholders of
LivePerson, Inc. in connection with the Company’s recently completed acquisition of LivePerson, Inc. in order to satisfy
certain contractual rights in the registration rights agreement entered into in connection therewith.
A
copy of the legal opinion of Latham & Watkins LLP relating to the validity of the Common Shares is filed herewith as Exhibit 5.1
and is incorporated herein by reference, and is filed with reference to, and is hereby incorporated by reference into, the Registration
Statement.
| Item 9.01 |
Financial Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| 5.1 |
|
Opinion of Latham & Watkins LLP. |
| 23.1 |
|
Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto). |
| 104 |
|
Cover
Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURES
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.
| |
SOUNDHOUND AI, INC. |
| |
|
|
| Date: September 4, 2026 |
By: |
/s/ Keyvan Mohajer |
| |
Name: |
Keyvan Mohajer |
| |
Title: |
Chief Executive Officer |