8-KAccepted Sep 4, 4:41 PM ET
SoundHound AI Completes LivePerson Merger; Appoints CFO
Accepted (ET)
4:41 PM
Sep 4, 2026
Filed
Sep 4, 2026
Documents
15
Size
471.4 KB
Summary
SoundHound AI Completes LivePerson Merger; Appoints CFO
What Happened
- SoundHound AI (SOUN) announced on Sept. 4, 2026 that it has completed the previously disclosed mergers with LivePerson and closed related notes‑restructuring transactions. Under the merger terms, each LivePerson share converted into 0.4673 shares of SoundHound common stock (non‑TASE shares), while certain Tel‑Aviv Stock Exchange (TASE) shares were converted into $3.31 cash. The S‑4 registration statement covering the issuance was declared effective July 9, 2026.
- Concurrently, SoundHound, LivePerson and secured noteholders closed the Notes Restructuring Agreement (dated April 21, 2026). First‑lien and second‑lien secured noteholders received specified shares of SoundHound common stock and cash in full satisfaction of their notes. The company also entered into a Registration Rights Agreement (dated Sept. 2, 2026) giving those holders resale registration rights for the shares issued in the restructuring.
- The company’s board appointed John Collins as Chief Financial Officer effective upon closing of the mergers.
Key Details
- Exchange ratio for LivePerson common stock (non‑TASE): 0.4673 shares of SoundHound per LivePerson share.
- Cash for TASE shares: $3.31 per share.
- Notes restructuring consideration:
- First Lien Secured Notes: 25,142,335 shares of SoundHound common stock + $2,499,450 cash.
- Second Lien Secured Notes: 11,752,504 shares of SoundHound common stock + $3,348,550 cash (allocated among holders).
- Corporate changes at closing: LivePerson options and warrants were canceled for no consideration; certain RSUs were converted or assumed; Registration Rights Agreement filed as Exhibit 10.2 and press release furnished as Exhibit 99.1.
Why It Matters
- The merger materially changes SoundHound’s shareholder base and outstanding shares: SoundHound issued stock to former LivePerson equity and to noteholders, which increases the company’s share count and could affect dilution and per‑share metrics.
- The Registration Rights Agreement allows the noteholder recipients to register and resell the shares they received, which could increase the floating supply over time and influence trading liquidity and price pressure.
- Appointment of a new CFO (John Collins) signals leadership continuity through integration; investors should watch for updated financial guidance, integration costs, and future filings that quantify the combined company’s revenue, expenses and synergies.