SOUNDHOUND AI, INC. 8-K

What Happened

• On April 21, 2026, SoundHound AI, Inc. announced it entered into a Merger Agreement to combine with LivePerson, Inc.; upon closing Merger Sub will merge into LivePerson and LivePerson will become an indirect wholly owned subsidiary of SoundHound. The companies also signed a Notes Restructuring Agreement on the same date to restructure LivePerson’s secured debt. The parties expect the transaction will not qualify as a tax-free reorganization for U.S. federal income tax purposes.

Key Details

• Consideration to LivePerson shareholders: outstanding LivePerson common shares will be converted into the right to receive shares of SoundHound Class A common stock based on a Per Share Merger Consideration derived from an Aggregate Consideration Amount and the Company Closing Stock Price (Company Closing Stock Price = 10‑day VWAP with a floor of $7 and cap of $12 per share).
• Aggregate Consideration mechanics: the Agreement references an Aggregate Consideration Amount of $42,784,532.64 (adjusted for LivePerson cash shortfalls and certain option exercise amounts) to determine the Closing Merger Consideration.
• Secured noteholder treatment (Notes Restructuring): First Lien holders will receive shares equal to $178,007,733.68 divided by the Company Closing Stock Price plus certain cash items; Second Lien holders will receive shares equal to $83,207,733.68 divided by the Company Closing Stock Price plus certain cash items. The Company may elect limited cash in lieu of shares under specified conditions.
• Other provisions: certain in‑the‑money LivePerson options will be cashed out or assumed per the Agreement; LivePerson’s board has unanimously approved the Merger and intends to recommend it to its shareholders; customary closing conditions apply (including LivePerson stockholder approval, regulatory approvals, effectiveness of a Form S-4 registration statement, Nasdaq listing approval). Termination date is Oct 21, 2026 (extendable to Dec 5, 2026 in limited circumstances); LivePerson may owe a $5.0M termination fee plus transaction expenses in certain situations.

Why It Matters

• For investors, the deal will materially affect SoundHound’s capital structure and share count because consideration to LivePerson shareholders and secured noteholders is primarily payable in SoundHound stock (with defined price caps/floors and potential cash elections).
• The Notes Restructuring reallocates significant LivePerson secured debt into SoundHound equity and cash components, changing the combined company's obligations and potential dilution.
• Closing depends on several approvals (LivePerson shareholder vote, regulatory clearances, Form S-4 effectiveness, Nasdaq listing approval), so the transaction is not guaranteed and includes termination and fee provisions protecting each side.