LIVEPERSON INC

LIVEPERSON INC false 0001102993 0001102993 2026-07-02 2026-07-02 0001102993 us-gaap:CommonStockMember 2026-07-02 2026-07-02 0001102993 us-gaap:SeriesAPreferredStockMember 2026-07-02 2026-07-02 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): July 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 1.01 Entry into a Material Definitive Agreement. Amended and Restated Merger Agreement As previously disclosed, on April 21, 2026, LivePerson, Inc., a Delaware corporation (“ LivePerson ”), entered into a Merger Agreement (the “ Original Merger Agreement ”), by and among LivePerson, SoundHound AI, Inc., a Delaware corporation (“ SoundHound ”, and together with LivePerson, the “ Parties ”) and Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of SoundHound (“ Merger Sub I ”), pursuant to which, on the terms and subject to the conditions set forth in the Original Merger Agreement, Merger Sub I would merge with and into LivePerson, with LivePerson surviving the merger as an indirect wholly owned subsidiary of SoundHound. Following the entry into the Original Merger Agreement, LivePerson and SoundHound determined that applicable Israeli securities laws, which are only applicable to shares of LivePerson’s common stock, par value $0.001 (“ LivePerson Common Stock ”) that are held through the Tel Aviv Stock Exchange Clearing House Ltd (such shares of LivePerson Common Stock, the “ TASE Shares ”), would have required SoundHound to prepare and file an Israeli securities law-compliant prospectus in connection with the proposed offering and issuance of shares of Class A common stock of SoundHound, par value $0.0001 (“ SoundHound Common Stock ”) to holders of TASE Shares, unless an exception to such requirement was applicable or an exemption from such requirement could be obtained from the applicable legal authorities in Israel. Absent such exception or exemption, the LivePerson special meeting, and accordingly the proposed closing of the transactions contemplated by the Original Merger Agreement, could have been delayed by a number of months. The parties explored a number of potential options to avoid such a delay, and ultimately agreed to change the form of consideration to be received by holders of TASE Shares from SoundHound Common Stock to cash. Consequently, on July 2, 2026, LivePerson, SoundHound, Merger Sub I, and Lightspeed Merger Sub II Inc., a Delaware corporation and an indirect wholly owned subsidiary of SoundHound (“ Merger Sub II ” and, together with Merger Sub I, “ Merger Subs ”) entered into an Amended and Restated Merger Agreement (the “ Amended and Restated Merger Agreement ”), which amends and restates in its entirety the Original Merger Agreement. Pursuant to the Amended and Restated Merger Agreement, on the terms and subject to the conditions set forth in the Amended and Restated Merger Agreement, 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. All defined terms used in this summary of the Amended and Restated Merger Agreement that are not otherwise defined herein have the meanings ascribed to such terms in the Amended and Restated Merger Agreement. Subject to the terms and conditions of the Amended and Restated Merger Agreement, at the date and time the First Merger becomes effective (the “ First Effective Time ”), each share of LivePerson Common Stock issued and outstanding immediately prior to the First Effective Time (other than certain excluded shares, including TASE Shares) will be automatically converted into the right to receive a number of shares of SoundHound Common Stock equal to (a) the Closing Merger Consideration (as defined below), divided by (b) the total number of shares of LivePerson Common Stock that are issued and outstanding, or that are issuable upon the conversion, exercise or settlement in full of any rights to acquire LivePerson Common Stock, as of immediately prior to the First Effective Time (such number of shares, the “ Fully Diluted Common Number ”, and the result of the calculation set forth in the foregoing clauses (a) and (b), the “ Per Share Merger Consideration ”). The aggregate amount of consideration payable by SoundHound to holders of LivePerson Common Stock (other than certain excluded shares, including TASE Shares) in connection with the First Merger pursuant to the terms of the Amended and Restated Merger Agreement will be a number of shares of SoundHound Common Stock equal to the quotient of (a) the Aggregate Consideration Amount (as defined below), divided by (b) the SoundHound Closing Stock Price (the “ Closing Merger Consideration ”). Consistent with the Original Merger Agreement, the “ Aggregate Consideration Amount ” refers to an amount equal to (a) $42,784,532.64, minus (b) the LivePerson Shortfall Cash (as defined below), plus (c) the aggregate dollar amount of the exercise prices of all In-the-Money Options (as defined below) (other than options assumed by SoundHound and converted into an option to acquire shares of the SoundHound Common Stock, in accordance with the terms of the Amended and Restated Merger Agreement). Consistent with the Original Merger Agreement, “ LivePerson Shortfall Cash ” refers to an amount equal to (x) $74,000,000 (or, solely for purposes of the Amended and Restated Merger Agreement, $71,000,000 if the Closing occurs in July), minus (y) the aggregate principal amount of LivePerson’s 0% convertible notes due 2026 (the “ 2026 Convertible Notes ”) repurchased by LivePerson between April 1, 2026 and the Closing Date (the figure resulting from clause (x) minus clause (y), “ LivePerson Minimum Cash ”), minus (z) the cash and