SoundHound AI Inc.
11/09/2026 | Press release | Distributed by Public on 11/09/2026 16:25
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations of SoundHound should be read together with our unaudited interim condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q ("Form 10-Q") and the audited consolidated financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operation as of and for the year ended December 31, 2025 included in our Annual Report on Form 10-K for 2025 filed with the SEC on March 2, 2026 ("Form 10-K" or the "Annual Report). Some of the information contained in this discussion and analysis or set forth elsewhere in this report and in our Form 10-K, including information with respect to SoundHound's plans and strategy for its business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the "Risk Factors" and "Cautionary Statement Regarding Forward Looking Statements" section of this report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Unless otherwise indicated or the context otherwise requires, references in this section to "SoundHound," "we," "us," "our" and other similar terms refer to SoundHound AI, Inc and our subsidiaries.
Company Overview
We are a global leader in conversational intelligence, offering independent Voice AI solutions that enable businesses to deliver high-quality conversational experiences to their customers. Built on proprietary technology, SoundHound's voice AI delivers best-in-class speed and accuracy in numerous languages to product creators across automotive, TV, and IoT, and to customer service industries via groundbreaking AI-driven products like Smart Answering, Smart Ordering, and Dynamic Interaction™, a real-time, multimodal customer service interface. Along with SoundHound Chat AI, a powerful voice assistant with integrated Generative AI, SoundHound powers millions of products and services, and processes billions of interactions each year for world class businesses.
We believe voice-enabled conversational user interface is a more natural interface for nearly all use cases, and product creators should have the ability to design, customize, differentiate, innovate and monetize the interface to their own product, as opposed to outsourcing it to a third-party assistant. For example, using SoundHound, businesses can voice-enable their products so consumers can say things like, "Turn off the air conditioning and lower the windows," while in their cars, "Find romantic comedies released in the last year," while streaming on their TV and even place food orders before arriving at a restaurant by talking to their cars, TVs or other IoT devices. Additionally, SoundHound's technology can address complex user queries such as, "Show me all restaurants within half a mile of the Space Needle that are open past 9pm on Wednesdays and have outdoor seating," and follow-on qualifications such as "Okay, don't show me anything with less than 3 stars or fast food."
In May 2026, we launched OASYS (Orchestrated Agent System), our unified agentic AI platform. OASYS serves as the orchestration and intelligence layer that integrates our core product portfolio and the technologies acquired through our recent strategic acquisitions. Through OASYS, our customers can build, deploy, and manage multilingual AI agents that handle transactions, tasks, and workflows across multiple channels. OASYS is a core component of our long-term product strategy and, together with our voice AI and conversational AI offerings, forms the foundation of our go-to-market approach for enterprise customers.
Our market position is strengthened by the technical barriers to entry in the Voice AI space, which tend to discourage new market participants. Furthermore, our technology is backed by significant investments in intellectual property, with over 719 patents granted and 127 patents pending, spanning multiple fields including speech recognition, natural language understanding, machine learning, monetization and more. We have achieved this critical momentum in part thanks to a long-tenured leadership team with deep expertise and proven ability to attract and retain talent. We believe that SoundHound has extensive technical expertise and a proven track record of innovation and value creation for us to continue to attract customers in the growing market for Voice AI transactions.
We believe that SoundHound is well-positioned to fill the growing void and demand for an independent Voice AI platform. The Voice AI offerings from big tech companies are primarily an extension of their more core services and offerings. Rather than strengthening a customer's product, it can take over the entire experience, thus disintermediating our brand, users and data. As a result, brands relying on big tech may lose their ability to innovate, differentiate and customize. In some cases, these providers even compete with the products they support, making them increasingly less attractive as a choice for a voice interface.
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The alternative options are generally legacy vendors tending to use what we consider to be dated technologies at a high price. Furthermore, many of these technologies still require significant effort by the product creators to turn them into solutions that can compete with the quality of the big tech offering, which in many cases is not practical. Due to the high barrier to entry in Voice AI, there are not many independent players.
This creates a great opportunity for SoundHound: we believe that we provide disruptive technologies that are superior to the alternatives, with better terms, allowing customers to maintain their brand, control the user experience, get access to the data and define their own privacy policies, while being able to customize, differentiate, innovate and monetize. With the launch of OASYS, we believe we are further widening this competitive gap by offering enterprises a self-learning agentic ecosystem that actively evolves based on real-world usage - reducing operational costs, accelerating deployment timelines, and driving incremental revenue opportunities across both digital and physical channels.
When it comes to criteria for adoption, our goal is to win on every dimension. We believe to be the first two criteria customers typically consider are technology and brand control. We strive to provide our customers with the best technology, and we provide a white label solution giving our customers control of their brands. In some industries you may have to choose between technology and brand control. In our case, we offer our customers the best of both, enabling them to offer disruptive technologies to their users while maintaining control of their brand and user experience.
We also expect to provide an additional path to monetization for our customer base. By choosing our platform, product creators can generate additional revenue while making their product better by using Voice AI, providing further incentive to choose our platform.
We believe that we offer a superior ecosystem, benefiting from our Collective AI product architecture along with offering customers definable privacy controls, which are becoming increasingly important in the industry of Voice AI. Additionally, there is no conflict of interest between us and our partners and customers as we do not compete with them (as some other Voice AI vendors do). We also offer edge and hybrid solutions. This means our technology can optionally run without a cloud connection for increased flexibility and privacy. We aim to deliver the most advanced Voice AI in the world and thus allowing our partners to differentiate and innovate their overall experiences for their brands.
We strongly believe that product creators know their product and users best. The idea of a single third-party assistant taking over their product is not reflective of our anticipated future. We envision that every product will have its own identity, and will have Voice AI customized in different ways. Product creators can each tap into a single Collective AI to access the ever-growing set of domains, but the product creators can innovate on top of Collective AI and create value for the end users in their own way. This is the future that we are focusing on enabling.
When a product is voice enabled, we see three stages of integration and value propositions. The first stage is to enable the core use case of the product. For example, the product could be a TV, a coffee machine, a car, a wearable device, a robot, a smart speaker, or an appliance, and with your voice you can control the functionality of the device and the product. With a TV, you can ask it to change the channel, increase the volume, rewind by 30 seconds, search for movies and even add personalization by adding a TV show to your favorites. Note that this is different from adding a third-party voice assistant to the product. Our view is that every product needs to have an interface, and voice-AI is a natural and compelling interface that unlocks new use cases and potential. Consider just the simple example of rewinding or fast forwarding by a specific duration. That is a command that can be done with voice in only a few seconds, but it can take many steps to use alternative interfaces such as a remote control or a companion app.
Once the core features of a product are voice-enabled, it can be further enhanced in the second stage of integration: the addition of third-party content and domains. SoundHound has extensive partnerships with content providers and, through these partnerships, can fulfill many needs of our customers. For example, your TV, car or even a coffee machine can answer questions about weather, sports scores, stock prices or flight status, and even search for a local business. The addition of these public domains further enhances the value proposition of the product.
Finally, as the third step, you enter the world of monetization where you can add features that deliver value to the end user, and also generate revenues that we share with the product creators. To summarize with an example, imagine walking up to your coffee machine and asking for a triple shot extra hot latte. While you are waiting for your drink, you can ask for weather and sports scores, and if you desire, you can even order bagels from your favorite nearby bakery.
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There are three pillars to our revenue model. The first pillar is Product Royalties, where we voice enable a product and the product creator pays us a royalty based on volume, usage or duration. SoundHound collects royalty revenue when our technology is placed in a car, smart speaker or an appliance, for example.
The second pillar is Service Subscription. This is when, for example, SoundHound enables customer service or food ordering for restaurants or content management, appointments and voice commerce. And, for that, we generate subscription revenue from the service providers. Pillars one and two can grow independently and they are proven, established business models.
The third pillar seeks to create a monetization ecosystem that brings the services from pillar two to the products in pillar one. When the users of a voice-enabled product in pillar one access the voice-enabled services of pillar two, these services generate new leads and transactions. SoundHound will generate monetization revenue from the services for generating these leads and transactions, and we will share the revenue with the product creators of pillar one.
For example, when the driver of a voice-enabled car places an order to a restaurant that is also voice enabled, we will have unlocked a seamless transaction. Accordingly, the restaurant will pay us for that order, and we will share that revenue with the product creator or the car manufacturer. In this example, each party receives value in the ecosystem. The restaurant is happy because they generated a new lead and booked a sale. The user is happy because they have received value through a natural ordering process, simply by speaking to their car. And the car manufacturer is happy because they delivered value to the end user and generated additional revenue from the usage of their product.
During the periods presented in the unaudited condensed consolidated financial statements, we have not generated revenue from leads and transactions on voice-enabled products from voice-enabled services other than from the SoundHound music identification app. Going forward, SoundHound expects monetization revenue to be generated through a combination of advertising revenue from the music identification app and, over time, from leads and transactions on voice-enabled products from voice-enabled services, which we expect will provide much more seamless opportunities for consumers to access goods and services that they covet as we further build out and scale the voice-enabled ecosystem.
We expect this disruptive, three-pillar business model will create a monetization flywheel; as more products integrate into our platform, more users will use it and more services will choose to integrate as well. This creates even more usage, and results in a flow of revenue share to product creators, which further encourages even greater adoption and integration with our platform and the cycle will perpetually continue and expand. This ecosystem increases adoption and increases our addressable market. While all three pillars contribute to our revenues today, the majority of the contribution is currently from our first and second pillar with only a small contribution from pillar three from our music identification app. Over time, we expect our revenues from the monetization pillar to increase meaningfully in the future.
Recent Developments
LivePerson Acquisition
On September 4, 2026, the Company completed its acquisition of LivePerson, Inc., a provider of digital customer engagement and conversational AI software serving enterprise customers across retail, financial services, telecommunications, healthcare and consumer industries. The LivePerson Acquisition unifies the Company's voice and agentic AI platform with LivePerson's digital engagement capabilities and is expected to expand the Company's omnichannel product offering and extend its enterprise customer base. Refer to Note 3 for further information on the LivePerson Acquisition.
We have incurred certain significant costs relating to the Interactions, LivePerson and other acquisitions, such as legal, accounting, financial advisory and other professional services fees, as well as other customary payments. Refer to the "Liquidity and Capital Resources" section for discussion on the purchase price and the Acquisition's impact on SoundHound's liquidity.
Launch of OASYS
On May 5, 2026, we announced the commercial launch of OASYS, our orchestrated agentic AI platform. OASYS is designed to manage the full lifecycle of enterprise AI agents, including agent creation, orchestration across multiple agents
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within a single interaction, evaluation of agent performance, and iterative improvement based on observed usage. Key features of the platform include:
•An orchestration framework that combines rule-based guardrails with human-in-the-loop touchpoints, including our patented Human Augmented Resolution ("HAR") capability and human escalation pathways for contact center applications;
•Persistent cross-channel context that allows agents to maintain continuity across devices, channels, and languages within a single interaction; and
•Integration of technologies obtained through our prior strategic acquisitions into a single, unified platform architecture.
OASYS is intended to unify and extend the capabilities of our existing voice AI and conversational AI product portfolio, and we expect it to be a central element of our commercial offering going forward.
Known Trends, Demands, Commitments, Events or Uncertainties Impacting Our Business
We believe that our performance and future success depend on many factors that present significant opportunities for us but also pose risks and challenges, including the following:
•Investments in Technology. Our business model since inception has been to invest in our technology in the form of dedicated research and development. We will continue to invest in the development of our software platform to deliver consumers with continually improving value and delight. Our investments include continuous enhancements to our technology we've developed over the last two decades or acquired from acquisitions, investments in data to help refine and improve our underlying algorithms and other costs to attract and retain a world-class technical workforce.
•Revenue Growth. Our commercial success, including acceptance and use of our applications, will depend on a number of factors, some of which are beyond our control, such as size of the market opportunity, successful integration with original equipment manufacturers ("OEM"), competition and demand from the public and members of the conversational AI community. Our product offerings, including those offerings that we have acquired, have disruptive effects in the ways human interact with computers and we are developing new, innovative economic models and acquiring companies such as SYNQ3, Amelia, Interactions and LivePerson which have synergistic businesses to ours that we believe will enhance value to customers, partners and stockholders. For our revenue growth to continue, we will need to invest in sales and marketing to ensure our messaging, capabilities and offerings are well understood and valued by customers. With our primary focus on enterprise customers, we also need to align with enterprise sales cycles, which can be longer than consumer cycles. As we build new customer relationships, we continually focus on maintaining and growing our existing relationships through long-term partnerships through significant upfront investment in customer specific engineering projects. In addition to our acquisitions of SYNQ3, Amelia, Interactions and LivePerson, we may look to acquire other companies in the industry to develop synergies with our existing business.
•Cost of Revenues. The results of our business will depend in part on our ability to establish and increase our gross margins by scaling our business model and effectively managing our costs to produce our applications. Our revenue will be directly supported by data center investments in technology, both on premise and in the cloud. The associated workloads, along with supporting labor costs, will need to be managed effectively as we scale to improve our margins over time.
•Seasonality. Our ability to accurately forecast demand for our technology could be negatively affected by many factors, including seasonal demand. We anticipate that we will experience fluctuations in customer and user demand based on seasonality. For example, in the past, we have seen approximately 40% of our revenue in the first half of the year with the remaining 60% in the second half. Additionally, given that we address markets across several different industry verticals, the associated overall seasonality impact to us may not be consistent year-to-year.
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•Development of International Markets. We have rapidly expanded our capabilities and global reach. For example, we have globalized our solution to include 25 languages. We view opportunities for conversational Voice AI to be global in reach, and we expect our growth to be fueled across multiple geographies.
Components of Our Results of Operations
Revenues
SoundHound generates revenues through: (1) "Product Royalties," meaning royalties from voice-enabled products which are driven by volume, usage or life of applicable products and are affected by number of devices, users and units of usage, (2) "Service Subscriptions," meaning subscription revenues, derived from fixed monthly fees or fees based on usage-based revenue, revenue per query or revenue per user, and (3) "Monetization," meaning revenues generated from focused ad targeting to users of products and services that employ our technologies. Currently, our monetization revenue is derived only from our music identification application primarily in the form of ad impression revenue - revenue generated when an ad is shown in our music identification app - and, to a lesser extent, affiliate revenue for referrals to music stores for content sales and downloads of our premium music application.
"Houndified Products," meaning products of our customers that employ SoundHound technology, and "Houndified Services," meaning services provided to customers related to SoundHound technology, provide our customers with access to our Houndify platform over a contractual period without taking possession of the software. This generally includes revenues derived from implementation services ("professional services") that develop and customize the Houndify platform to fit customers' specific needs. These professional services are included in both our Product Royalties and Service Subscriptions revenues. Non-distinct professional services are recognized over the contractual life of the contract, whereas revenues from distinct professional services are recognized as the services are performed or when the services are complete depending on the arrangement.
"Amelia Software Platform", "Virtual Assistance", and "Conversational Cloud" meaning our AI-based digital resource solution that enables AI in our customers' services, ranging across multiple industries. This generally includes revenue from hosted services if the customer elects our SaaS offering, or from licensing revenue if the customer requires an on-premise solution. Professional services are also offered and included within professional services revenue. The revenues from Amelia Software Platform, Virtual Assistance, and Conversational Cloud are included within Service Subscriptions, and are recognized point in time or over time depending on the arrangement.
We have and may continue to experience volatility for our remaining performance obligations and deferred revenue as a result of the timing for completing our performance obligations. We had remaining performance obligations in the amount of $191.4 million as of September 30, 2026. Given the applicable contract terms, $143.2 million is expected to be recognized as revenue within one year, $45.7 million is expected to be recognized between 2 to 5 years and the remainder of $2.5 million is expected to be recognized after 5 years. Deferred revenue consists of billings or payments received in advance of revenue being recognized and can fluctuate with changes in billing frequency and other factors. As a result of these factors, as well as our mix of revenue streams and billing frequencies, we do not believe that changes in our remaining performance obligations and deferred revenue in a given period are directly correlated with our revenue growth in that period.
We anticipate that we will experience fluctuations in our revenues from quarter-to-quarter due to a variety of factors, including the supply and demand of end user products such as automobiles, the size and success of our sales force and the number of users who are aware of and use our applications. See Note 4 to our unaudited condensed consolidated financial statements for more information.
Operating Expenses
We classify our operating expenses into the following seven categories, which are cost of revenues, sales and marketing, research and development, general and administrative, change in fair value of contingent acquisition liabilities, amortization of intangible assets and restructuring. With respect to sales and marketing, research and development, and general and administrative, each expense category includes overhead, including rent and related occupancy costs, which is allocated based on headcount. We plan to continue investing to support our go-to-market strategies and customer engagement, develop our current and future applications and support our operations as a public company. While our gross margin may continue to fluctuate in the near-term due to revenue contributions from varying product mixes, as well as acquisitions, we expect it will stabilize as we continue to scale our business.
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Cost of Revenues
SoundHound's cost of revenues are comprised of direct costs associated directly with SoundHound's revenue streams as described above. This primarily includes costs and depreciation related to hosting for cloud-based services, such as data centers, electricity charges, content fees and certain personnel-related expenses including personnel costs under call centers that are directly related to these revenue streams. Additionally, our cost of revenues also includes the amortization of developed technology acquired from Interactions, LivePerson and other acquisition as intangible assets.
Sales and Marketing
Sales and marketing expenses consist of personnel-related costs of the sales and marketing team, promotional campaigns, advertising fees and other marketing related costs. Advertising costs are expensed to sales and marketing when incurred.
Research and Development
Our research and development efforts are aimed at continuing to develop and refine our proprietary voice AI and agentic AI platforms and produce new technological capabilities, including adding new features and modules, increasing operational efficiency and speed, and enhancing the generative AI integration.
The costs of these activities consist primarily of personnel-related expenses, third-party consultants and costs associated with technological supplies and materials, along with other direct and allocated expenses such as facility costs, depreciation and other shared expenses. We expense research and development costs associated with the design and development of new products in the periods in which they are incurred.
General and Administrative
General and administrative expenses consist of personnel-related costs, accounting and legal expenses, third-party consulting costs, insurance and allocated overhead including rent, depreciation and utilities.
Change in Fair Value of Contingent Acquisition Liabilities
The change in fair value of contingent acquisition liabilities is related to contingent consideration from the SYNQ3, Amelia, Interactions and LivePerson acquisitions. The contingent consideration was determined to be liability classified and is remeasured as of each reporting period with a corresponding change in fair value recorded.
Amortization of Intangible Assets
Amortization of acquired customer relationships, tradename and conversation data is included within operating expenses and arises from the amortization of assets acquired through the acquisitions. We review intangible assets for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows directly associated with the asset are compared with the asset's carrying amount. If the estimated future cash flows from the use of the asset are less than the carrying value, an impairment charge would be recorded to write down the asset to its estimated fair value.
Interest Expense
Interest expense consists of stated interest incurred on our formerly outstanding convertible notes and term debt during the relevant periods, as well as the amortization of debt discounts and issuance costs over the life of the instruments or a shorter period if a lender can demand payment in the event certain events occur that are outside of our control.
The issuance of debt instruments with direct transaction costs, embedded derivatives and warrant instruments has resulted in debt discounts. Direct transaction costs consist of various transaction fees and third-party costs, such as bank and legal fees, that are incurred upon issuance. No interest expense was incurred during the three and nine months ended September 30, 2026 due to the repayment of Amelia Debt in December 2024 and the repayment of Term Loan in June 2024.
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Other (Expense) Income, Net
Other (expense) income, net consists of the change in fair value related to our derivative liability, interest income and other expense.
Provision (benefit) for Income Taxes
Income tax expense includes federal, state and foreign taxes and is based on reported income before income taxes. We are in a cumulative loss position for tax purposes based on historical earnings. As of December 31, 2025, we had $892.9 million of U.S. federal and $379.7 million of state net operating loss carryforwards available to reduce future taxable income. The federal and state net operating loss carryforwards will start to expire in 2026 with the exception of $691.0 million federal net operating loss carryforwards and $18.5 million state net operating loss carryforwards, which can be carried forward indefinitely.
We had federal and state research and development credit carryforwards of $27.2 million and $15.4 million, respectively, as of December 31, 2025. The federal credits will expire starting in 2029 if not utilized. The state credits can be carried forward indefinitely. We also had Canadian SR&ED tax credits of $1.9 million, which expire starting in 2039 if not utilized.
Under Sections 382 and 383 of the Internal Revenue Code of 1986 and similar state tax laws, utilization of net operating loss carryforwards and tax credits may be subject to annual limitations due to certain ownership changes. Our net operating loss carryforwards and tax credits could expire before utilization if subject to annual limitations.
Results of Operations
The following tables set forth the significant components of our results of operations for the three and nine months ended September 30, 2026 and 2025 ($ in thousands):
|
Three Months Ended September 30, |
Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Revenue | $ | 62,425 | $ | 42,049 | $ | 20,376 | 48 | % | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of revenues | 41,143 | 24,128 | 17,015 | 71 | % | ||||||||||||||||||
| Sales and marketing | 18,216 | 16,381 | 1,835 | 11 | % | ||||||||||||||||||
| Research and development | 30,867 | 22,848 | 8,019 | 35 | % | ||||||||||||||||||
| General and administrative | 35,954 | 24,346 | 11,608 | 48 | % | ||||||||||||||||||
| Change in fair value of contingent acquisition liabilities* | (23,975) | 66,245 | (90,220) | (136) | % | ||||||||||||||||||
| Amortization of intangible assets | 6,170 | 3,992 | 2,178 | 55 | % | ||||||||||||||||||
| Total operating expenses | 108,375 | 157,940 | (49,565) | (31) | % | ||||||||||||||||||
| Loss from operations | (45,950) | (115,891) | 69,941 | (60) | % | ||||||||||||||||||
| Other (expense) income, net: | |||||||||||||||||||||||
| Interest expense | (44) | (153) | 109 | (71) | % | ||||||||||||||||||
| Other (expense) income, net | (189) | 7,230 | (7,419) | (103) | % | ||||||||||||||||||
| Total other (expense) income, net | (233) | 7,077 | (7,310) | (103) | % | ||||||||||||||||||
| Loss before (benefit from) provision for income taxes | (46,183) | (108,814) | 62,631 | (58) | % | ||||||||||||||||||
| (Benefit from) provision for income taxes | (362) | 457 | (819) | (179) | % | ||||||||||||||||||
| Net loss | $ | (45,821) | $ | (109,271) | $ | 63,450 | (58) | % | |||||||||||||||
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Nine Months Ended September 30, |
Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Revenue | $ | 168,517 | $ | 113,861 | $ | 54,656 | 48 | % | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Cost of revenues | 105,563 | 68,660 | 36,903 | 54 | % | ||||||||||||||||||
| Sales and marketing | 54,066 | 44,225 | 9,841 | 22 | % | ||||||||||||||||||
| Research and development | 84,197 | 73,409 | 10,788 | 15 | % | ||||||||||||||||||
| General and administrative | 87,619 | 60,983 | 26,636 | 44 | % | ||||||||||||||||||
| Change in fair value of contingent acquisition liabilities* | (67,064) | (78,496) | 11,432 | (15) | % | ||||||||||||||||||
| Amortization of intangible assets | 16,055 | 10,925 | 5,130 | 47 | % | ||||||||||||||||||
| Total operating expenses | 280,436 | 179,706 | 100,730 | 56 | % | ||||||||||||||||||
| Loss from operations | (111,919) | (65,845) | (46,074) | 70 | % | ||||||||||||||||||
| Other income, net: | |||||||||||||||||||||||
| Interest expense | (176) | (557) | 381 | (68) | % | ||||||||||||||||||
| Other income, net | 1,047 | 14,871 | (13,824) | (93) | % | ||||||||||||||||||
| Total other income, net | 871 | 14,314 | (13,443) | (94) | % | ||||||||||||||||||
| Loss before provision for income taxes | (111,048) | (51,531) | (59,517) | 115 | % | ||||||||||||||||||
| Provision for income taxes | 2,618 | 2,532 | 86 | 3 | % | ||||||||||||||||||
| Net loss | $ | (113,666) | $ | (54,063) | $ | (59,603) | 110 | % | |||||||||||||||
*The change in fair value of acquisition related liabilities is mainly driven by the movements in our stock price during the reporting period and changes in the assessed probability of achieving certain future revenue targets defined as part of the acquisition agreements. See Note 16 to our unaudited condensed consolidated financial statements for more information.
The following table summarizes our gross profit and gross margin ($ in thousands):
|
Three Months Ended September 30, |
Change | ||||||||||||||||
| 2026 | 2025 | % | |||||||||||||||
| Revenues | $ | 62,425 | $ | 42,049 | 48 | % | |||||||||||
| Cost of revenues | 41,143 | 24,128 | 71 | % | |||||||||||||
| Gross profit | $ | 21,282 | $ | 17,921 | 19 | % | |||||||||||
| Gross margin | 34 | % | 43 | % | (9) | % | |||||||||||
|
Nine Months Ended September 30, |
Change | ||||||||||||||||
| 2026 | 2025 | % | |||||||||||||||
| Revenues | $ | 168,517 | $ | 113,861 | 48 | % | |||||||||||
| Cost of revenues | 105,563 | 68,660 | 54 | % | |||||||||||||
| Gross profit | $ | 62,954 | $ | 45,201 | 39 | % | |||||||||||
| Gross margin | 37 | % | 40 | % | (2) | % | |||||||||||
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The following tables summarize our revenues by type and geographic regions for the three and nine months ended September 30, 2026 and 2025 ($ in thousands):
|
Three Months Ended September 30, |
Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Service subscriptions | $ | 54,743 | $ | 33,932 | $ | 20,811 | 61 | % | |||||||||||||||
| Product royalties | 7,617 | 8,003 | (386) | (5) | % | ||||||||||||||||||
| Monetization | 65 | 114 | (49) | (43) | % | ||||||||||||||||||
| Total | $ | 62,425 | $ | 42,049 | $ | 20,376 | 48 | % | |||||||||||||||
|
Nine Months Ended September 30, |
Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Service subscriptions | $ | 137,509 | $ | 90,562 | $ | 46,947 | 52 | % | |||||||||||||||
| Product royalties | 30,805 | 22,958 | 7,847 | 34 | % | ||||||||||||||||||
| Monetization | 203 | 341 | (138) | (40) | % | ||||||||||||||||||
| Total | $ | 168,517 | $ | 113,861 | $ | 54,656 | 48 | % | |||||||||||||||
|
Three Months Ended September 30, |
Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Americas | $ | 46,123 | $ | 31,734 | $ | 14,389 | 45 | % | |||||||||||||||
| Asia | 7,506 | 6,940 | 566 | 8 | % | ||||||||||||||||||
| EMEA | 8,796 | 3,375 | 5,421 | 161 | % | ||||||||||||||||||
| Total | $ | 62,425 | $ | 42,049 | $ | 20,376 | 48 | % | |||||||||||||||
|
Nine Months Ended September 30, |
Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Americas | $ | 124,586 | $ | 77,759 | $ | 46,827 | 60 | % | |||||||||||||||
| Asia | 25,728 | 20,613 | 5,115 | 25 | % | ||||||||||||||||||
| EMEA | 18,203 | 15,489 | 2,714 | 18 | % | ||||||||||||||||||
| Total | $ | 168,517 | $ | 113,861 | $ | 54,656 | 48 | % | |||||||||||||||
Total revenues increased by $20.4 million, or 48%, in the three months ended September 30, 2026 compared to the same period in 2025. The increase of $20.8 million in service subscription revenue, primarily in the Americas and EMEA regions, was driven by contributions from acquisitions.
Total revenues increased by $54.7 million, or 48%, in the nine months ended September 30, 2026 compared to the same period in 2025. The increase of $46.9 million in service subscription revenue, primarily in the Americas, was mainly driven by contributions from acquisitions. The increase of $7.8 million in product royalties revenue was driven by licensing revenue in Asia and increased royalties in EMEA.
Cost of Revenues
Cost of revenues increased by $17.0 million and $36.9 million, or 71% and 54% in the three and nine months ended September 30, 2026, respectively, compared to the same period in 2025. Gross margin decreased to 34% and 37% during the three and nine months ended September 30, 2026 compared to 43% and 40%, respectively, during the same period in 2025 primarily due to the acquisition of Interactions in 2025, which included a amortization of acquired intangible assets in the amount of $0.6 million and $1.8 million for the three and nine months ended September 30, 2026, respectively, and the
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acquisition of LivePerson in 2026, which included a amortization of acquired intangible assets in the amount of $1.0 million for the three months ended September 30, 2026. In the past, our gross margin has fluctuated and may continue to fluctuate from quarter to quarter due to revenue contributions from varying product mixes. However, we expect to gradually improve gross margins in the mid-term, especially as it relates the integration of SYNQ3, Amelia, Interactions and LivePerson.
Sales and Marketing
Sales and marketing expenses increased by $1.8 million, or 11%, in the three months ended September 30, 2026 compared to the same period in 2025, primarily due to increases in 2026 of $2.0 million in personnel-related costs, out of which $1.8 million was incurred for employees of LivePerson acquired during the three months ended September 30, 2026, $0.4 million in advertising expense, $0.1 million in consulting fees, and $0.1 million in equipment expense, which were partially offset by decreases of $0.6 million in legal and professional fees, $0.2 million in office expense, and $0.1 million in travel expense.
Sales and marketing expenses increased by $9.8 million, or 22%, in the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to increases in 2026 of $7.9 million in personnel-related costs, out of which $1.8 million was incurred for employees of LivePerson acquired during the three months ended September 30, 2026, $1.1 million in office expense, $1.1 million in advertising expenses, $0.2 million in travel expenses, $0.1 million in consulting fees, and $0.1 million in equipment expense, which were partially offset by a decrease of $0.7 million in legal and professional fees.
We expect our sales and marketing expenses to remain stable in the short term. However, in the long term, we expect sales and marketing expenses to grow at a rate below our expected growth in revenue, aligning with our strategic emphasis on cost effectiveness and sustainable financial performance.
Research and Development
Research and development expenses increased by $8.0 million, or 35%, in the three months ended September 30, 2026 compared to the same period in 2025, primarily due to increases in 2026 of $3.0 million in personnel-related costs, out of which $2.1 million was incurred for employees of LivePerson acquired during the three months ended September 30, 2026, $2.2 million in cloud computing service, $1.3 million in office expense, $0.9 million in equipment expense, $0.8 million in consulting fees, and $0.4 million in AI spend, which were partially offset by decreases of $0.5 million in legal and professional fees, and $0.1 million in travel expense.
Research and development expenses increased by $10.8 million, or 15%, in the nine months ended September 30, 2026 compared to the same period in 2025, primarily due to increases in 2026 of $5.6 million in office expense, $1.8 million in cloud computing services, $1.7 million in consulting fees, $1.3 million in legal and professional fees, $0.9 million in equipment expense, $0.4 million in AI spend, and $0.1 million in utilities, which were partially offset by decreases of $0.5 million in personnel-related costs caused by lower stock-based compensation, $0.3 million in rent expense, and $0.1 million in travel expense.
We expect our research and development expenses to remain stable in the short term. However, in the long term, we expect research and development expenses to grow at a rate below our expected growth in revenue, aligning with our strategic emphasis on cost effectiveness and sustainable financial performance.
General and Administrative
General and administrative expenses increased by $11.6 million, or 48%, in the three months ended September 30, 2026 compared to the same period in 2025. The increase in general and administrative expenses was primarily due to increases in 2026 of $7.1 million in legal and professional fees mainly caused by acquisitions, $2.9 million in personnel-related costs, out of which $2.6 million was incurred for employees of LivePerson acquired during the three months ended September 30, 2026, $2.0 million in consulting fees, $0.4 million in office expense, $0.2 million in insurance expense, and $0.1 million in equipment expense, which were partially offset by decreases of $0.8 million in bad debt expense, $0.2 million in taxes and licenses, $0.1 million in rent expense, and $0.1 million in utilities.
General and administrative expenses increased by $26.6 million, or 44%, in the nine months ended September 30, 2026 compared to the same period in 2025. The increase in general and administrative expenses was primarily due to
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increases in 2026 of $12.9 million in legal and professional fees mainly caused by acquisitions, $8.6 million in personnel-related costs, out of which $2.6 million was incurred for employees of LivePerson acquired during the three months ended September 30, 2026, $3.7 million in consulting fees, $0.9 million in bad debt expense, $0.6 million in equipment expense, $0.3 million in rent expense, $0.3 million in insurance expense, $0.1 million in taxes and licenses, and $0.1 million in payroll processing fees, which were partially offset by decreases of $0.4 million in office expense, $0.3 million in cloud computing services. and $0.1 million in utilities.
We expect our general and administrative expenses to increase in the short term as we invest in our control environment to remediate the existing material weaknesses and the costs incurred for the potential acquisitions. However, in the long term, we expect general and administrative expenses to grow at a rate below our expected growth in revenue, aligning with our strategic emphasis on cost effectiveness and sustainable financial performance.
Change in Fair Value of Contingent Acquisition Liabilities
The change in fair value of acquisition related liabilities, which is marked-to-market based on the movements in our stock price and changes in the assessed probability of achieving certain future revenue targets, was a gain of $24.0 million and $67.1 million for the three and nine months ended September 30, 2026. The changes in the assessed probability of achieving certain future revenue targets defined as part of the acquisition agreements and the decrease of the Company's stock price as of September 30, 2026 compared to the stock price as of December 31, 2025, resulted in a decrease in its fair value of contingent acquisition liabilities during the three and nine months ended September 30, 2026. The fluctuation is non-operating and non-cash in nature. We will continue to review our estimates on a quarterly basis over the remaining earnout period. See Note 16 to our unaudited condensed consolidated financial statements for more information.
Amortization of Intangibles
Amortization of acquired developed technology is included within cost of revenues, while the amortization of other intangible assets, including acquired customer relationships, tradename and conversation data, are included within operating expenses. All intangible assets are amortized on a straight-line basis over their estimated useful lives.
The following table summarizes the amortization of intangible assets by operating expense category ($ in thousands):
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Three Months Ended September 30, |
Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
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Cost of revenues
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$ | 5,719 | $ | 4,322 | $ | 1,397 | 32 | % | |||||||||||||||
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Operating expenses
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6,170 | 3,992 | 2,178 | 55 | % | ||||||||||||||||||
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Total amortization
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$ | 11,889 | $ | 8,314 | $ | 3,575 | 43 | % | |||||||||||||||
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Nine Months Ended September 30, |
Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
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Cost of revenues
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$ | 15,049 | $ | 12,452 | $ | 2,597 | 21 | % | |||||||||||||||
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Operating expenses
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16,055 | 10,925 | 5,130 | 47 | % | ||||||||||||||||||
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Total amortization
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$ | 31,104 | $ | 23,377 | $ | 7,727 | 33 | % | |||||||||||||||
Amortization of intangibles increased by $3.6 million and $7.7 million, or 43% and 33% in the three and nine months ended September 30, 2026, respectively, compared to the same periods in 2025. The increase was primarily attributable to the intangible of $28.0 million acquired under the MIPA Agreement during the second quarter of 2026, which is expected to be amortized over nine years after the MIPA Closing Date, and the intangibles of $146.2 million acquired under the LivePerson Acquisition which closed during the three months ended September 30, 2026, which is expected to be
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amortized over 2 to 12 years from the LivePerson Acquisition Date for intangible assets with definite useful lives. Refer to Note 3 for further information on the LivePerson Acquisition.
Other (Expense) Income, Net
The following tables summarize our other (expense) income, net, by type ($ in thousands):
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Three Months Ended September 30, |
Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Interest income | $ | 1,348 | $ | 2,773 | $ | (1,425) | (51) | % | |||||||||||||||
| Change in fair value of derivative | (581) | 5,096 | (5,677) | (111) | % | ||||||||||||||||||
| Other expense, net | (956) | (639) | (317) | 50 | % | ||||||||||||||||||
| Other (expense) income, net | $ | (189) | $ | 7,230 | $ | (7,419) | (103) | % | |||||||||||||||
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Nine Months Ended September 30, |
Change | ||||||||||||||||||||||
| 2026 | 2025 | $ | % | ||||||||||||||||||||
| Interest income | $ | 4,867 | $ | 7,408 | $ | (2,541) | (34) | % | |||||||||||||||
| Change in fair value of derivative | (3,211) | 7,275 | (10,486) | (144) | % | ||||||||||||||||||
| Other (expense) income, net | (609) | 188 | (797) | (424) | % | ||||||||||||||||||
| Other income, net | $ | 1,047 | $ | 14,871 | $ | (13,824) | (93) | % | |||||||||||||||
Interest Income
Interest income decreased by $1.4 million and $2.5 million or 51% and 34% for the three and nine months ended September 30, 2026, respectively, compared to the same period in 2025. The decrease was primarily attributable to reduced balance of interest bearing money market fund during the three and nine months ended September 30, 2026 compared to the same period in 2025.
Change in fair value of derivative
Change in fair value of derivative decreased by $5.7 million and $10.5 million, or 111% and 144% in the three and nine months ended September 30, 2026, respectively, compared to the same period in 2025. The decrease was primarily attributable to the remeasurement loss from the change in fair value of a derivative assumed from Amelia acquisition caused by the decrease in the Company's stock price in the three and nine months ended September 30, 2026. See Note 16 to our unaudited condensed consolidated financial statements for more information.
Liquidity and Capital Resources
Total unrestricted cash and cash equivalents on hand as of September 30, 2026 was $207.6 million. Although we have incurred recurring losses each year since our inception, we expect we will be able to fund our operations for at least the next twelve months. We believe we will meet longer-term expected future cash requirements and obligations through a combination of cash flows from operating activities, available cash balances and expected cash proceeds from future use of our ATM program. Our condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business.
Sources of Cash and Material Cash Requirements
Our principal sources of liquidity are our cash and cash equivalents, which are sourced primarily from the sale of marketable securities. The primary uses of cash include the funding of operating expenses, as well as acquisition related costs. There were no material changes to our material cash requirements as disclosed in our audited consolidated financial statements for the fiscal year ended December 31, 2025 in our Form 10-K.
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On September 4, 2026, we completed the LivePerson Acquisition. The consideration consisted substantially of shares of our common stock, and the cash and cash equivalents acquired exceeded the cash consideration paid, so the transaction did not reduce our cash and cash equivalents at closing. During the three months ended September 30, 2026, we incurred $7.0 million of transaction costs in connection with the acquisition, and we expect to incur additional integration costs over the next twelve months. We also assumed LivePerson's convertible notes due 2026, substantially all of which have since been repaid, and LivePerson's contractual obligations, including operating lease and purchase commitments. We expect to fund these requirements through existing cash and cash equivalents, cash flows from operating activities and, if required, proceeds from our ATM program.
Second Equity Distribution Agreement
On January 24, 2025, we entered into an Equity Distribution Agreement (the "Second Equity Distribution Agreement") with Cantor Fitzgerald & Co., Guggenheim Securities, LLC, Oppenheimer & Co. Inc., Wedbush Securities Inc., Ladenburg Thalmann & Co. Inc. and Northland Securities, Inc. with respect to an ATM program. Under this program, we may offer and sell up to $250.0 million of shares of our Class A Common Stock from time to time through the Sales Managers. Sales of our Class A Common Stock, if any, under the Second Equity Distribution Agreement will be made at market prices by any method that is deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act. The Sales Managers are entitled to commission at a fixed rate of 2.0% of the gross sales price per share for their services in acting as agent in the sale of our Class A Common Stock.
During the three and nine months ended September 30, 2025, we sold 9,018,114 and 13,913,014 shares, respectively, of our common stock under the Second Equity Distribution Agreement, at an average price of $13.97 and $14.48 per share, respectively, and raised $126.0 million and $201.5 million of gross proceeds, respectively. The commissions and offering costs borne by us were approximately $2.5 million and $4.0 million, respectively.
During the three months ended September 30, 2026, there was no issuance of the Company's common stock under the Second Equity Distribution Agreement. During the nine months ended September 30, 2026, we sold 6,232,900 shares of our common stock under the Second Equity Distribution Agreement, at an average price of $7.78 per share and raised $48.5 million of gross proceeds. The commissions and offering costs borne by us were approximately $1.0 million. As of September 30, 2026, we had no remaining capacity to sell our common stock under the Second Equity Distribution Agreement.
Third Equity Distribution Agreement
On May 11, 2026, the Company entered into an Equity Distribution Agreement (the "Third Equity Distribution Agreement") with Cantor Fitzgerald & Co., H.C. Wainwright & Co., LLC, Joseph Gunnar & Co. LLC, ROTH Capital Partners, LLC, D. A. Davidson & Co., Ladenburg Thalmann & Co. Inc., Wedbush Securities Inc. and Northland Securities, Inc. with respect to an at-the-market equity program under which the Company may offer and sell up to $300.0 million of shares of its Class A Common Stock from time to time through the Sales Managers. Sales of our Class A Common Stock, if any, under the Third Equity Distribution Agreement will be made at market prices by any method that is deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act. The Sales Managers will be entitled to commission at a fixed rate of 2.0% of the gross sales price per share for their services in acting as agent in the sale of the Company's Class A Common Stock.
During the three and nine months ended September 30, 2026, we sold no shares of our common stock under the Third Equity Distribution Agreement. As of September 30, 2026, we had a remaining capacity of $300.0 million to sell our common stock under the Second Equity Distribution Agreement.
SYNQ3 Acquisition
On January 3, 2024 (the "SYNQ3 Acquisition Date"), we acquired all of the issued and outstanding equity of SYNQ3, a leading provider of voice AI and other technology solutions to the restaurant industry, for total purchase consideration of $15.8 million (the "SYNQ3 Acquisition").
The total purchase consideration included $3.9 million in cash paid and 5,755,910 in shares of our Class A Common Stock issued as of the SYNQ3 Acquisition Date. We also withheld purchase consideration of $0.5 million in cash and 1,179,514 shares of our Class A Common Stock, subject to customary net working capital adjustments, to partially secure the indemnification obligations of SYNQ3's former stockholders under the merger agreement and agreed to pay up to $0.8
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million in cash and 1,434,936 in shares of our Class A Common Stock to certain former stockholders of SYNQ3 based upon the achievement of specified future milestones. On the SYNQ3 Acquisition Date, we also issued 2,033,156 restricted shares of our Class A Common Stock subject to time and performance-based vesting conditions. The fair value of the purchase consideration was $15.8 million.
SYNQ3 Holdback
The $0.5 million in cash and 1,179,514 shares of our Class A Common Stock were withheld for a period of 15 months (the "SYNQ3 Holdback Amount").
In April 2025, the Contingent SYNQ3 Holdback Consideration was settled by issuing 472,501 shares of the Company's Class A Common Stock and paying $0.2 million in cash. After the holdback settlement, any remaining indemnifications by the sellers to cover unsettled claims was offset against the Contingent SYNQ3 Earnout Consideration to the extent of its fair value as of September 30, 2026. See Note 16 to our unaudited condensed consolidated financial statements for more information on the fair value measurement of Contingent SYNQ3 Holdback Consideration.
Contingent SYNQ3 Earnout Consideration
We also agreed to pay in aggregate up to $0.8 million in cash and 1,434,936 in shares of Class A Common Stock, to certain stockholders of SYNQ3 based on tiered annual revenue targets for each fiscal year 2024, 2025 and 2026 (the "Contingent SYNQ3 Earnout Consideration"). We accounted for the Contingent SYNQ3 Earnout Consideration as a liability within contingent acquisition liabilities on our condensed consolidated balance sheets and will subsequently remeasure the liability at each reporting date with changes in fair value recognized as a component of operating expense in our condensed consolidated statement of operations and comprehensive loss.
For the three months ended September 30, 2026, we recognized a loss of zero and $0.4 million, respectively, related to the Contingent SYNQ3 Earnout Consideration, reflected in the change in fair value of contingent acquisition liabilities in the condensed consolidated statement of operations and comprehensive loss. For the three and nine months ended September 30, 2025, we recognized a gain of zero and $8.7 million, respectively, related to the Contingent SYNQ3 Earnout Consideration, reflected in the change in fair value of contingent acquisition liabilities in the condensed consolidated statement of operations and comprehensive loss. See Note 16 to our unaudited condensed consolidated financial statements for more information on the fair value measurement of Contingent SYNQ3 Earnout Consideration.
As of September 30, 2026, the 2024 revenue target was not met, but the 2025 revenue target was met. On March 3, 2026, we paid $0.1 million in cash and issued 246,761 shares of Class A Common Stock to settle the 2025 portion of the Contingent SYNQ3 Earnout Consideration. We assessed the 2026 revenue target as not probable of being met.
Restricted stock awards
The 2,033,156 restricted shares of our Class A Common Stock issued at the SYNQ3 Acquisition Date to certain continuing employees of SYNQ3 subject to time and performance-based vesting conditions was determined to be a separate transaction from the SYNQ3 Acquisition and therefore is excluded from purchase consideration. See Note 12 to our unaudited condensed consolidated financial statements for more information on stock-based awards issued in connection with the SYNQ3 Acquisition.
Amelia Acquisition
On August 6, 2024 (the "Amelia Acquisition Date"), we completed the acquisition of Amelia Holdings, Inc. (the "Amelia Acquisition"), a privately-held conversational AI software company involved in the development and delivery of AI and automation solutions and related services to improve customer experience and optimize business outcomes.
On the Amelia Acquisition Date, we issued a total of 3,809,520 shares of the SoundHound Class A Common Stock to the sellers. Pursuant to the terms of the purchase agreement, we also issued and deposited 2,149,530 shares of the SoundHound Class A Common Stock into an escrow account in order to partially secure the indemnification obligations of the selling shareholders under the purchase agreement. We agreed to issue up to 16,822,429 shares to the selling
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shareholders based on achievement of certain revenue targets in fiscal years 2025 and 2026. The fair value of the purchase consideration was $98.6 million.
Escrow Consideration
On the Amelia Acquisition Date, we issued and deposited 2,149,530 shares of our Class A Common Stock into an escrow account in order to partially secure the indemnification obligations of the selling shareholders under the purchase agreement. We accounted for the escrow consideration as equity issued as part of consideration transferred. Upon the settlement of any valid indemnification claims against the sellers, the escrow agent will return a number of shares to us equal to the dollar value of the indemnified loss divided by the reference price of $5.35 as stipulated in the purchase agreement. We concluded that this variability in settlement value is a derivative that is required to be remeasured to fair value due to changes in stock price. In September 2026, 297,366 shares of the our Class A Common Stock were released to the selling shareholders from the escrow account, and 1,478,333 shares remained in escrow as of September 30, 2026.
For the three and nine months ended September 30, 2026, we recognized a loss of $0.6 million and $3.2 million. respectively, related to remeasurement of the derivative, reflected in the other (expense) income, net in the condensed consolidated statement of operations and comprehensive loss. For the three and nine months ended September 30, 2025, we recognized a gain of $5.1 million and $7.3 million. respectively, related to remeasurement of the derivative, reflected in the other (expense) income, net in the condensed consolidated statement of operations and comprehensive loss. See Note 16 to our unaudited condensed consolidated financial statements for more information on the fair value measurement of the derivative related to indemnification rights. Upon the expiration of the escrow period, any remaining shares in the escrow account will be released to the selling shareholders.
Contingent Amelia Earnout Consideration
We also agreed to pay up to 16,822,429 shares of Class A Common Stock to the selling shareholders based on achievement of certain annual revenue targets in fiscal years 2025 and 2026. The Company accounted for the Contingent Amelia Earnout Consideration as a liability within contingent acquisition liabilities on the Company's condensed consolidated balance sheets and will subsequently remeasure the liability at each reporting date with changes in fair value recognized as a component of operating expense in the Company's condensed consolidated statement of operations and comprehensive loss.
For the three and nine months ended September 30, 2026, we recognized a gain of $24.0 million and $65.4 million, respectively, related to the Contingent Amelia Earnout Consideration, reflected in the change in fair value of contingent acquisition liabilities in the condensed consolidated statement of operations and comprehensive loss. For the three and nine months ended September 30, 2025, we recognized a loss of $65.9 million and a gain of $70.1 million, respectively, related to the Contingent Amelia Earnout Consideration, reflected in the change in fair value of contingent acquisition liabilities in the condensed consolidated statement of operations and comprehensive loss.
As of September 30, 2026, the 2025 revenue target was met. In July 2026, we issued 8,126,674 shares of Class A Common Stock to the selling shareholders of the Amelia Acquisition to settle the 2025 portion of the Contingent Amelia Earnout Consideration. We assessed the 2026 revenue target as not probable of being met.
Interactions Acquisition
On September 3, 2025 (the "Interactions Acquisition Date"), we acquired all of the issued and outstanding equity of Interactions Corporation (the "Interactions Acquisition"), a pioneer in AI for customer service and workflow orchestration. This strategic deal is expected to strengthen and extend SoundHound's growing leadership in Agentic AI and accelerate its market penetration in customer service across enterprise businesses. The transaction also expands SoundHound's customer
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portfolio across various industries, including global consumer icons, large technology device brands, insurers, automakers, and other preeminent Fortune 100 companies across industries.
The fair value of the purchase consideration was $76.1 million. The purchase consideration includes $19.4 million of cash paid to the selling shareholders. We also paid $4.1 million of cash for seller transaction expenses in connection with the closing of the Interactions Acquisition.
In connection with the Interactions Acquisition, we paid the debt held by Interactions (the "Interactions Debt") on the Interactions Acquisition Date in an aggregate principal amount of $41.5 million as part of the purchase consideration under the merger agreement.
We have also withheld purchase consideration of $1.2 million in cash, subject to customary net working capital adjustments, to partially secure the indemnification obligations of Interactions' former stockholders under the merger agreement and agreed to pay up to $25.0 million in cash to certain former stockholders of Interactions based upon the achievement of specified future milestones in fiscal years 2026 and 2027 (the "Contingent Interactions Earnout Consideration).
Interactions Holdback
As of the Interactions Acquisition Date, the $1.2 million in cash withheld (the "Deferred Interactions Holdback Consideration") consisted of two components, adjustment holdback consideration and indemnity holdback consideration.
The adjustment holdback consideration of $1.0 million was recorded within other current liabilities at fair value as of the Interactions Acquisition Date (the "Interactions Adjustment Holdback Consideration"), and was paid to Interactions' former stockholders in the second quarter of 2026.
The indemnity holdback consideration of $0.2 million was recorded within other current liabilities, which was withheld for a period of 12 months subsequent to the Interactions Acquisition Date (the "Interactions Indemnity Holdback Consideration") and was paid to Interactions' former stockholders during the three months ended September 30, 2026.
Contingent Interactions Earnout Consideration
We also agreed to pay up to $25.0 million in cash to the selling shareholders based on achievement of certain annual revenue targets in fiscal years 2026 and 2027 and renewal or extension of an existing contract with a specific customer on or before March 31, 2026. We accounted for the Contingent Interactions Earnout Consideration as a liability within contingent acquisition liabilities on the condensed consolidated balance sheets and will subsequently remeasure the liability at each reporting date with changes in fair value recognized as a component of operating expense in the condensed consolidated statement of operations and comprehensive loss. As of the Interactions Acquisition Date, the Contingent Interactions Earnout Consideration had an estimated fair value of $9.9 million. For the three and nine months ended September 30, 2026, we recognized a gain of zero and $2.1 million, respectively, related to the Contingent Interactions Earnout Consideration, reflected in the change in fair value of contingent acquisition liabilities in the condensed consolidated statement of operations and comprehensive loss. On January 23, 2026, we paid $4.7 million to the selling shareholders of the Interaction Acquisition to settle a portion of the Contingent Interactions Earnout Consideration due to the achieved renewal of an existing contract with a specific customer. As of September 30, 2026, we assessed the 2026 revenue target as not probable of being met, but the 2027 revenue targets as probable of being met.
As of September 30, 2026, we incurred $5.5 million in acquisition related expenses, of which less than $0.1 million and $0.5 million were incurred during the three and nine months ended September 30, 2026, respectively, and recorded as general and administration expenses in the condensed consolidated statements of operations and comprehensive loss.
LivePerson Acquisition
On September 4, 2026, we acquired all of the issued and outstanding equity of LivePerson, a provider of digital customer engagement and conversational AI software serving enterprise customers across retail, financial services,
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telecommunications, healthcare and consumer industries. The fair value of the preliminary purchase consideration was $289.8 million.
The LivePerson Acquisition was effected pursuant to the Agreement and Plan of Merger entered into on April 21, 2026, which was amended and restated on July 2, 2026 by the Amended and Restated Merger Agreement. Under the Amended Merger Agreement, the acquisition was structured as two successive mergers, so that holders of LivePerson common stock held through the Tel Aviv Stock Exchange Clearing House could receive cash rather than shares of the our Class A Common Stock.
At the effective time of the First Merger, each share of LivePerson common stock outstanding immediately prior to that time, other than TASE Shares, was converted into the right to receive 0.4673 shares of our Class A Common Stock. At the effective time of the Second Merger, each TASE Share was converted into the right to receive $3.31 in cash. We issued 4,974,627 shares of our Class A Common Stock with a fair value of $33.5 million based on the closing market price of $6.74 per share on the LivePerson Acquisition Date, and paid $5.8 million in cash to former holders of LivePerson common stock.
The LivePerson Acquisition did not include any holdback, escrow or contingent earnout consideration.
Settlement of LivePerson Secured Notes
Concurrently with the execution of the Original Merger Agreement, we entered into a notes restructuring agreement with LivePerson and each of the holders of LivePerson's First Lien Convertible Senior Secured Notes due 2029 and LivePerson's Second Lien 10.0% Senior Subordinated Secured Notes due 2029, pursuant to which the Secured Holders agreed to release and deem satisfied the Secured Notes in exchange for a combination of our Class A Common Stock and cash. On the LivePerson Acquisition Date, we issued an aggregate of 36,894,839 shares Class A Common Stock to the Secured Holders, of which 25,142,335 shares were issued to the holders of the First Lien Convertible Senior Secured Notes due 2029 and 11,752,504 shares to the holders of the Second Lien 10.0% Senior Subordinated Secured Notes due 2029. The Secured Holders also received cash of $5.8 million, of which $0.5 million was paid by us at closing and the remainder by LivePerson. The amount paid by us represented the portion of LivePerson's cash at closing in excess of the minimum cash balance specified in the Notes Restructuring Agreement, which was allocated to the Secured Holders under that agreement.
We concluded that the settlement of the Secured Notes pursuant to the Notes Restructuring Agreement was contingent upon and effected contemporaneously with the closing, extinguished pre-existing obligations of LivePerson, and was an integral part of the exchange for control of LivePerson. Accordingly, the fair value of the consideration issued and paid by us to the Secured Holders has been included in the purchase consideration for the LivePerson Acquisition.
In connection with the closing, we also entered into a Registration Rights Agreement, dated September 4, 2026, with the Secured Holders, pursuant to which we agreed to register the resale of the shares of Class A Common Stock issued to the Secured Holders. We satisfied this obligation on the LivePerson Acquisition Date.
LivePerson 2026 Convertible Notes
In connection with the LivePerson Acquisition on September 4, 2026, we assumed obligations related to LivePerson's 0% Convertible Senior Notes due 2026 (the "2026 Notes"), which were originally issued by LivePerson in December 2020 pursuant to an indenture between LivePerson and the trustee named therein (the "Indenture"). In accordance with the acquisition method of accounting, these obligations were recognized at their acquisition-date fair value of $5.0 million. See Note 3 to our unaudited condensed consolidated financial statements for more information on the LivePerson Acquisition.
In September 2026, subsequent to the LivePerson Acquisition, we settled $1.2 million of the aggregate $5.0 million in obligations assumed. As of September 30, 2026, $3.8 million aggregate principal amount of the 2026 Notes remained outstanding.
In October 2026, we repurchased $3.3 million principal amount of the 2026 Notes at 99.5% of par for $3.3 million in cash. We expect to recognize an immaterial gain on extinguishment in other (expense) income, net, in the fourth quarter of 2026. Following this repurchase, approximately $0.5 million principal amount of the 2026 Notes remains outstanding and matures on December 15, 2026.
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See Note 8 and 19 to our unaudited condensed consolidated financial statements for more information on the 2026 Notes.
Replacement Equity Awards
Certain outstanding LivePerson restricted stock unit were assumed by us and converted into restricted stock units denominated in shares of our Class A Common Stock.
The portion of the Replacement Awards attributable to pre-combination service of $1.3 million was included in purchase consideration, and the portion attributable to post-combination service will be recognized as stock-based compensation expense over the remaining requisite service period. See Note 12 to our unaudited condensed consolidated financial statements for more information on stock-based awards assumed in connection with the LivePerson Acquisition.
As of September 30, 2026, we incurred $12.0 million in acquisition related expenses, of which $7.0 million and $12.0 million were incurred during the three and nine months ended September 30, 2026, respectively, and recorded as general and administration expenses in our condensed consolidated statements of operations and comprehensive loss.
Other Acquisition
On May 12, 2026 (the "MIPA Closing Date"), we completed an asset acquisition by entering into a Membership Interest Purchase Agreement (the "MIPA Agreement") with a private company to purchase its outstanding membership interests, and agreed to pay up to $30.2 million in cash, adjusted by any reduction amount defined by the MIPA Agreement. As part of the total purchase consideration, we recorded a deferred holdback liability of $1.5 million within other current liabilities, payable to the seller based on a historic performance target achieved as of the MIPA Closing Date. We paid $26.1 million to the seller during the three months ended June 30, 2026. Upon expiration of the adjustment period under the MIPA Agreement during the three months ended September 30, 2026, we paid the $1.5 million deferred holdback to the seller. As of September 30, 2026, we paid $27.6 million to the seller under the MIPA Agreement, and no deferred holdback liability remains outstanding.
We also agreed to pay contingent earnout consideration in cash based on achievement of certain performance-based milestones in two tranches at the first and second anniversaries of the MIPA Closing Date (the "Contingent MIPA Earnout Consideration"). Considering the achievement of underlying performance-based metrics over the two-year measurement period cannot be predicted with sufficient reliability, and the amounts payable are not reasonably estimable, no Contingent MIPA Earnout Consideration was recognized as of the MIPA Closing Date or September 30, 2026. When the contingency is subsequently resolved and the Contingent MIPA Earnout Consideration becomes probable and reasonably estimable, the fair value of the Contingent MIPA Earnout Consideration shall be estimated and recorded as an adjustment to the cost basis of the acquired intangible asset.
Contractual and Other Obligations
Because we expect to continue investing in software application and development, we enter into various contracts and agreements to increase our availability of capital. Cash that is received through these obligations is used to meet both short and long-term liquidity requirements as discussed above. These requirements generally include funding for the research and development of software, the development of applications that enable voice interaction, marketing programs and personnel-related costs. The primary types of obligations into which we enter include contractual obligations, operating and finance lease obligations and a diversified spread of debt instruments. Refer to Note 9 and Note 10 to the unaudited condensed consolidated financial statements for more information.
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Cash Flows
The following table summarizes our cash flows ($ in thousands):
|
Nine Months Ended September 30, |
|||||||||||
| 2026 | 2025 | ||||||||||
| Net cash used in operating activities | $ | (95,986) | $ | (76,336) | |||||||
| Net cash used in investing activities | 9,803 | (56,965) | |||||||||
| Net cash provided by financing activities | 45,315 | 204,514 | |||||||||
| Effects of exchange rate changes on cash | 291 | (257) | |||||||||
| Net change in cash, cash equivalents, and restricted cash equivalents | $ | (40,577) | $ | 70,956 | |||||||
Cash Flows Used in Operating Activities
Net cash used in operating activities was $96.0 million during the nine months ended September 30, 2026 compared to $76.3 million during the nine months ended September 30, 2025. The $19.7 million increase in cash used in operating activities was primarily due to $59.6 million increase in net loss, $3.3 million decrease in net other operating cash spend, $1.5 million increase in deferred income taxes, which is partially offset by the movement of $11.4 million from change in the fair value of contingent acquisition liabilities, the movement of $10.5 million from change in fair value of derivative, $10.3 million increase in depreciation and amortization, $7.3 million decrease in operating assets and liabilities, $3.8 million increase in bad debt expenses, $1.1 million increase in foreign currency gain from remeasurement, $0.3 million increase in non-cash lease amortization, and $0.1 million increase in amortization of capitalized commissions.
Cash Flows Used in Investing Activities
Net cash provided by investing activities was $9.8 million during the nine months ended September 30, 2026 compared to $57.0 million of cash used in investing activities during the nine months ended September 30, 2025. The $66.8 million increase in cash provided by investing activities was primarily driven by the $106.3 million decrease in the payment related to acquisitions, net of cash acquired, which is partially offset by $28.0 million increase in the payment related to asset acquisition, $5.9 million increases in software development costs, $5.0 million increase in the purchase of equity investment, and $0.6 million increase in purchases of property and equipment.
Cash Flows Provided by Financing Activities
Net cash used in used in financing activities was $45.3 million during the nine months ended September 30, 2026 compared to $204.5 million provided by financing activities during the nine months ended September 30, 2025. The $159.2 million decrease in cash provided by financing activities was primarily due to $153.0 million decrease in net proceeds from Second Equity Distribution Agreement, $3.3 million increase in the payment to settle contingent earnout liabilities, $3.2 million decrease in proceeds from exercise of stock options and employee stock purchase plan, $1.2 million increase in the payment to settle deferred holdback liabilities, $1.2 million increase in the payment on convertible notes, and $0.2 million increase in the payment on finance leases, which is partially offset by $3.1 million decrease in the payment of financing costs associated with the Second Equity Distribution Agreement.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
Indemnification Agreements
We enter into standard indemnification arrangements in the ordinary course of business. Pursuant to these arrangements, we indemnify, hold harmless and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with any trade secret, copyright, patent or other intellectual property infringement claim by any third party with respect to its technology. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments we could be required to
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make under these arrangements is not determinable. Additionally, we have, and may in the future, indemnify third parties in connection with our issuance of securities (including pursuant to our ATM program) and in connection with acquisitions of other companies. Our liability is generally limited to the aggregate amount of consideration actually received in these instances. We have never incurred costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, we believe the fair value of these agreements is minimal.
Critical Accounting Policies and Significant Management Estimates
Our management's discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements included elsewhere in this report that have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported income (loss) generated and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgment about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. Historically, our assumptions, judgments and estimates relative to our critical accounting policies have not differed materially from actual results.
For a discussion of our critical accounting policies, see "Management's discussion and analysis of financial condition and results of operations" and the notes to the unaudited condensed consolidated financial statements included in our Form 10-K, which was filed with the SEC on March 02, 2026.
SoundHound AI Inc. published this content on November 09, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 09, 2026 at 22:25 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]