LIVEPERSON INC 8-K

What Happened
LivePerson (LPSN) announced an Amended and Restated Merger Agreement with SoundHound AI, Inc., dated July 2, 2026, replacing the April 21, 2026 original merger agreement. The deal is now structured as two sequential mergers: (1) Merger Sub I merges into LivePerson (First Merger) and LivePerson stockholders (other than certain TASE-held shares) receive SoundHound common stock; (2) immediately after, Merger Sub II merges into LivePerson (Second Merger) and holders of LivePerson shares held through the Tel Aviv Stock Exchange Clearing House Ltd (TASE Shares) receive cash. The change to cash consideration for TASE Shares was made to avoid delays under Israeli securities law.

Key Details

• Aggregate consideration formula: base amount $42,784,532.64, adjusted for LivePerson Shortfall Cash and in-the-money option exercise prices.
• LivePerson minimum cash reference: $74.0M (or $71.0M if Closing occurs in July); LivePerson Shortfall Cash floored at $0.
• SoundHound Closing Stock Price is the 10-day VWAP ending three trading days before closing, capped between $7.00 and $12.00 per share.
• Closing TASE cash pool = Closing Merger Consideration × Parent Closing VWAP × (Fully Diluted TASE Common Number / Fully Diluted Common Number), capped at $7,500,000.
• Treatment of equity awards: non-TASE in‑the‑money options may be cashed out or converted; non-in‑the‑money options and warrants cancelled for no consideration; certain RSUs to be converted or paid net of tax.
• Approval & timing: LivePerson Board unanimously approved and recommends the deal; closing conditioned on stockholder approval, regulatory and Nasdaq listing/registration approvals, foreign investment approvals, and completion of specified notes-restructuring transactions. Outside date is Oct 21, 2026 (extendable to Dec 5, 2026 in some cases).
• Termination / fees: LivePerson may owe a $5,000,000 termination fee plus SoundHound transaction expenses in certain circumstances; reimbursement cap of $3,750,000 applies in some Notes Restructuring failures.
• Tax: The parties expect the Mergers will not qualify as a tax-free reorganization for U.S. federal income tax purposes.
• Disclosure: SoundHound filed a Form S-4 (includes LivePerson proxy statement/prospectus); investors should review those documents when available.

Why It Matters
This amendment changes how different LivePerson shareholders will be paid: most shareholders will receive SoundHound stock, while Israeli TASE-held shares will be cashed out (subject to a $7.5M cap on the TASE pool). That distinction addresses Israeli prospectus requirements and is intended to avoid regulatory delays. The deal terms (pricing caps, required approvals, equity award treatment, termination fee) and the requirement to complete a notes restructuring are material to timing, value received by shareholders, and deal risk. Retail investors should review the forthcoming Form S-4 and proxy statement for voting details, final per‑share calculations, and the timetable.