SOUNDHOUND AI, INC. 8-K

What Happened

• On July 2, 2026 SoundHound AI, Inc. entered into an Amended and Restated Merger Agreement with LivePerson, Inc. to acquire LivePerson in a two-step merger (Merger Sub I into LivePerson, then Merger Sub II into LivePerson), under which LivePerson will become an indirect wholly owned subsidiary of SoundHound. LivePerson’s outstanding U.S. common shares (other than certain excluded shares) will be converted into SoundHound Class A common stock based on a calculated per-share merger consideration derived from a formula using an Aggregate Consideration Amount and SoundHound’s closing VWAP; Tel-Aviv Stock Exchange (TASE) shares will be cashed out per-share with a total TASE cash pool capped at $7.5 million.
• The Aggregate Consideration Amount is defined as $42,784,532.64 minus certain LivePerson shortfall cash (shortfall rule uses $74M, or $71M if closing in July, minus repurchased convertible notes and LivePerson cash), plus the aggregate exercise price of in‑the‑money options not assumed. The SoundHound closing stock price used to compute per-share consideration is the 10‑day VWAP (rounded down), floored at $7 and capped at $12 per share. The parties expect the transaction will not qualify as a tax‑free reorganization for U.S. federal income tax purposes.

Key Details

• Parties & date: SoundHound AI and two Delaware merger subsidiaries vs. LivePerson; Amended and Restated Merger Agreement dated July 2, 2026 (restating the April 21, 2026 agreement).
• Consideration mechanics: Aggregate Consideration Amount = $42,784,532.64 ± adjustments; Per‑share stock consideration = Aggregate Consideration / Fully Diluted Common Number; SoundHound Closing Stock Price = 10‑day VWAP (floor $7 / cap $12).
• TASE treatment: TASE‑listed shares receive cash pro rata (Per Share Cash Merger Consideration); aggregate TASE cash consideration capped at $7.5M; dissenting TASE holders may seek appraisal rights.
• Conditions, timing & protections: Closing requires LivePerson stockholder approval, regulatory approvals, Form S‑4 effectiveness, completion of Notes Restructuring Transactions, and other customary conditions. Outside date is Oct 21, 2026 (extendable to Dec 5, 2026 in limited circumstances). LivePerson’s board unanimously approved and will recommend the merger. Termination fee provisions: LivePerson may owe $5.0M plus SoundHound transaction expenses in certain termination scenarios (with caps on expense reimbursement in some cases).

Why It Matters

• This filing starts the formal process for SoundHound to acquire LivePerson and sets the economic terms and mechanics that will determine how many SoundHound shares LivePerson holders receive (and how much cash TASE holders get). The deal uses a formula tied to SoundHound’s VWAP and various cash adjustments, so the actual stock issuance and dilution to SoundHound holders will depend on the VWAP, LivePerson’s cash/notes at closing, and exercised option amounts.
• Completion is not certain: investor approval, regulatory clearances, the effectiveness of the S‑4/proxy materials, and a concurrent Notes Restructuring are all required. Retail investors should review the Form S‑4/proxy statement when filed for full economic detail, tax treatment, and risks before making investment or voting decisions.