8-KAccepted Sep 4, 10:14 AM ET
SOUNDHOUND AI Files Prospectus Supplement for LivePerson Acquisition Shares
Accepted (ET)
10:14 AM
Sep 4, 2026
Filed
Sep 4, 2026
Documents
14
Size
284.7 KB
Summary
SOUNDHOUND AI Files Prospectus Supplement for LivePerson Acquisition Shares
What Happened
- On September 4, 2026, SoundHound AI, Inc. filed a prospectus supplement to its Form S-3 registration statement (Registration No. 333-295779, originally filed May 11, 2026) to register the resale of Class A Common Stock (par value $0.0001) that were issued to former noteholders of LivePerson, Inc. in connection with SoundHound’s recently completed acquisition of LivePerson.
- The filing also includes a legal opinion from Latham & Watkins LLP regarding the validity of the Common Shares; that opinion is filed as Exhibit 5.1 and is incorporated by reference into the registration statement.
Key Details
- Date of 8-K filing: September 4, 2026.
- Registration statement referenced: Form S-3, Reg. No. 333-295779 (filed May 11, 2026).
- Shares involved: Class A Common Stock, par value $0.0001, issued to former LivePerson noteholders as part of the acquisition consideration.
- Legal counsel: Opinion of Latham & Watkins LLP (Exhibit 5.1) and its consent (Exhibit 23.1 included in the opinion).
Why It Matters
- The prospectus supplement registers these acquisition-issued shares for resale, making them eligible to be sold into the public market under the registration statement. That changes the legal ability of those former LivePerson noteholders to sell their shares.
- For investors, this affects share supply/liquidity considerations following the LivePerson acquisition and provides assurance that the company has taken the registration and legal steps required under the registration rights agreement.