LIVEPERSON INC

0001102993 false 0001102993 2026-07-20 2026-07-20 0001102993 us-gaap:CommonStockMember 2026-07-20 2026-07-20 0001102993 us-gaap:RightsMember 2026-07-20 2026-07-20 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________ FORM 8-K ____________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2026 LivePerson, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41926 13-3861628 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 530 7th Ave, Floor M1 New York , New York 10018 (Address of principal executive offices, with zip code) ( 212 ) 609-4200 Registrant ’ s telephone number, including area code N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share LPSN The Nasdaq Stock Market LLC Rights to Purchase Series A Junior Participating Preferred Stock None The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 8.01 Other Events As previously disclosed, on July 2, 2026, LivePerson, Inc., a Delaware corporation (“ LivePerson ”), SoundHound AI, Inc., a Delaware corporation (“ SoundHound ”), Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of SoundHound (“ Merger Sub I ”), and Lightspeed Merger Sub II Inc., a Delaware corporation and an indirect wholly owned subsidiary of SoundHound (“ Merger Sub II ”) entered into an Amended and Restated Merger Agreement, pursuant to which, on the terms and subject to the conditions set forth therein, Merger Sub I will merge with and into LivePerson (the “ First Merger ”), with LivePerson surviving the First Merger as an indirect wholly owned subsidiary of SoundHound and, immediately following the First Merger, Merger Sub II will merge with and into LivePerson (the “ Second Merger ”, and, together with the First Merger, the “ Mergers ”), with LivePerson surviving the Second Merger as an indirect wholly owned subsidiary of SoundHound. As previously disclosed, the closing of the Mergers is conditioned upon, among other things, the receipt of foreign investment approvals in Bulgaria, Canada, Italy, Germany and the United Kingdom. Clearance was received from (I) the relevant Italian and Canadian regulatory authorities on June 25, 2026, (II) the relevant German regulatory authority on June 29, 2026 and (III) the relevant United Kingdom regulatory authority on July 1, 2026. On July 20, 2026, the final foreign investment clearance was received by the relevant Bulgarian authority. The receipt of the foregoing foreign investment approvals satisfies all regulatory approval conditions to the closing of the Mergers. The Mergers remain subject to other closing conditions, including LivePerson stockholder approval, after which the Mergers will be consummated. Statement Regarding Forward-Looking Information This communication contains statements regarding SoundHound, LivePerson, the proposed transactions described herein and other matters that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, forward-looking statements can be identified by words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “should,” “strategy,” “will,” “intend,” “may” and other similar expressions or the negative of such words or expressions. Statements in this communication concerning (i) SoundHound’s or LivePerson’s expected future financial position, results of operations, business strategy, production capacity, competitive positions, growth opportunities, employment opportunities and mobility, plans and objectives of management and (ii) SoundHound’s proposed acquisition of LivePerson, the expected benefits of the proposed acquisition, including with respect to the business outlook or future economic performance, and product or services line growth, the structure of the proposed acquisition, the closing date of the proposed acquisition, and plans following the closing of the proposed acquisition, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting management’s best judgment based upon currently available information. Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from expectations as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which SoundHound and LivePerson are unable to predict or control, that may cause actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated in these statements as a result of a number of factors, including, but not limited to: (a) the risk that the transactions described herein will not be completed or will not provide the expected benefits; (b) the failure to timely or at all obtain LivePerson stockholder approval for the Mergers; (c) the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transactions; (d) the risk that a condition to closing of the proposed transactions may not be satisfied on a timely basis or at all; (e) the possible occurrence of an event, change or other circumstance that would give rise to the termination of the Amended and Restated Merger Agreement; (f) the risk of stockholder litigation in connection with the Mergers, including resulting expense or delay in closing of the proposed transactions; (g) the failure of the proposed transactions to close for any other reason; (h) the diversion of the attention of SoundHound and LivePerson management from ongoing business operations; (i) unexpected costs, liabilities, charges or expenses resulting from the proposed transactions; (j) the risk that the integration of SoundHound and LivePerson will be more difficult, time-consuming or expensive than anticipated; (k) the risk of customer loss or other business disruption in connection with the proposed transactions, or of the loss of key employees; (l) the fact that unforeseen liabilities of