LIVEPERSON INC

LIVEPERSON INC false 0001102993 0001102993 2026-09-02 2026-09-02 0001102993 us-gaap:CommonStockMember 2026-09-02 2026-09-02 0001102993 us-gaap:SeriesAPreferredStockMember 2026-09-02 2026-09-02 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): September 2, 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 5.07 Submission of Matters to a Vote of Security Holders. As previously disclosed, a special meeting of stockholders of LivePerson, Inc. (the “ Company ”), was held at 10:00 a.m. Eastern Time on August 20, 2026, and was adjourned to 10:00 a.m. Eastern Time on September 2, 2026, to allow the Company to solicit additional proxies in favor of the Merger Proposal (as defined below). At the reconvened special meeting held on September 2, 2026 (the “ Special Meeting ”), the holders of 6,492,958 shares of the Company’s common stock, par value $0.001 per share, were represented virtually or by proxy, and therefore a quorum was present. At the Special Meeting, the following proposals were voted upon (each of which is described in detail in the definitive proxy statement/prospectus for the Special Meeting, which was filed with the Securities and Exchange Commission on July 9, 2026): Proposal 1 . To adopt the Amended and Restated Merger Agreement, dated July 2, 2026 (as it may be amended from time to time, the “ Merger Agreement ”), by and among the Company, SoundHound AI, Inc. (“ SoundHound ”), Lightspeed Merger Sub Inc., an indirect wholly owned subsidiary of SoundHound, and Lightspeed Merger Sub II Inc., an indirect wholly owned subsidiary of SoundHound, and the transactions contemplated thereby, including the Mergers (as defined in the Merger Agreement) (and such proposal, the “ Merger Proposal ”). Proposal 2. To approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to the Company’s named executive officers that is based on, or otherwise relates to, the mergers contemplated by the Merger Agreement (the “ Non-binding Compensation Advisory Proposal ”). Proposal 3. To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal (the “ Adjournment Proposal ”). Each of the Merger Proposal and the Non-binding Compensation Advisory Proposal was approved by the requisite vote of the Company’s stockholders. Because the Merger Proposal was approved, the Adjournment Proposal was not presented for a vote. A summary of the voting results for each proposal is set forth below. Proposal 1 . The Merger Proposal Votes For Votes Against Abstain 6,339,066 134,018 19,874 Proposal 2. The Non-binding Compensation Advisory Proposal Votes For Votes Against Abstain 4,535,162 1,718,785 236,319 Item 8.01 Other Events. As a result of receipt of shareholder approval of the Merger Proposal, all conditions precedent to the consummation of the transactions contemplated by the Merger Agreement and Notes Restructuring Agreement have been satisfied, and the parties expect to consummate such transactions on September 4, 2026. In addition, the Company and SoundHound have determined in accordance with the previously disclosed terms of the Merger Agreement that (a) the Per Share Merger Consideration (as defined in the Merger Agreement) will be an amount equal to 0.4673 shares of Class A Common Stock of SoundHound, par value $0.0001 per share and (b) the Per Share Cash Merger Consideration (as defined in the Merger Agreement) will be an amount in cash equal to $3.31. On September 2, 2026, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Statement Regarding Forward-Looking Information This communication contains statements regarding the Company, SoundHound, 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 the timing and terms of the transactions contemplated by the Merger Agreement, including the Mergers, and the Notes Restructuring Transactions, 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 the Company and SoundHound 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 risk that a condition to closing of the proposed transactions may not be satisfied on a timely basis or at all; (c) the possible occurrence of an event, change or other circumstance that would give rise to the termination of