STOCK TITAN

SoundHound registers LivePerson deal shares for resale

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SoundHound AI, Inc. (SOUN) reported that on September 4, 2026 it filed a prospectus supplement under its existing registration statement on Form S-3 to cover the resale of Class A Common Stock issued to former noteholders of LivePerson, Inc. in its recently completed acquisition of LivePerson.

The prospectus supplement satisfies contractual rights under a registration rights agreement entered into in connection with that acquisition. A legal opinion from Latham & Watkins LLP regarding the validity of these common shares is provided and incorporated by reference into the Form S-3 registration statement.

Positive

  • None.

Negative

  • None.

Filing Explained

The September 4, 2026 Form 8-K records a resale registration for shares issued to former LivePerson noteholders; under the S-3 structure, registration creates capacity for a future resale but does not itself show a sale or proceeds received by SoundHound AI.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Class A Common Stock par value $0.0001 per share Par value of SoundHound AI Class A Common Stock referenced in the disclosure
Warrant exercise price $11.50 per share Exercise price for each warrant to purchase one share of Class A Common Stock, subject to adjustment
Form S-3 registration number 333-295779 Registration statement on Form S-3 filed on May 11, 2026
Form S-3 filing date May 11, 2026 Date the Form S-3 registration statement referenced by the prospectus supplement was filed
Prospectus supplement filing date September 4, 2026 Date SoundHound AI filed the prospectus supplement covering the resale of Class A Common Stock
prospectus supplement regulatory
"filed with the Securities and Exchange Commission a prospectus supplement to the prospectus"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
registration statement on Form S-3 regulatory
"included in the Company’s registration statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
resale financial
"relating to the resale of shares of Class A Common Stock"
Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.
registration rights agreement regulatory
"registration rights agreement entered into in connection therewith"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Inline XBRL technical
"Cover Page Interactive Data File (formatted in Inline XBRL"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Offering Type shelf

FAQ

What action did SOUN report on September 4, 2026?

SoundHound AI reported that on September 4, 2026 it filed a prospectus supplement to its Form S-3 registration statement, covering the resale of Class A Common Stock issued to former noteholders of LivePerson, Inc. as part of the recently completed LivePerson acquisition.

What securities of SOUN are covered by the prospectus supplement?

The prospectus supplement relates to Class A Common Stock, par value $0.0001 per share, that was issued to former noteholders of LivePerson, Inc. in connection with SoundHound AI’s acquisition of LivePerson and is being registered for resale.

What existing registration statement does SOUN reference in this report?

SoundHound AI references its registration statement on Form S-3, Registration No. 333-295779, which was filed with the SEC on May 11, 2026. The new prospectus supplement is tied to this shelf registration statement.

What stock and warrant listings for SOUN are mentioned?

SoundHound AI notes that its Class A Common Stock trades under the symbol SOUN and its warrants, each exercisable for one Class A share at an exercise price of $11.50 per share (subject to adjustment), trade under the symbol SOUNW on The Nasdaq Stock Market LLC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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. ☐

 

 

 

 

 

 

Item 8.01 Other Events.

 

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.

 

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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)

 

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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

 

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Filing Exhibits & Attachments

5 documents