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SoundHound AI Inc.

07/02/2026 | Press release | Distributed by Public on 07/02/2026 15:14

Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Amended and Restated Merger Agreement

On July 2, 2026, SoundHound AI, Inc., a Delaware corporation (the "Company"), Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company ("Merger Sub I"), Lightspeed Merger Sub II Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company ("Merger Sub II" and, together with Merger Sub I, "Merger Subs") and LivePerson, Inc., a Delaware corporation ("LivePerson") entered into an Amended and Restated Merger Agreement (the "Amended and Restated Merger Agreement"), which amends and restates in its entirety the Merger Agreement, dated as of April 21, 2026, by and among the Company, Merger Sub I and LivePerson (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 the Company 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 the Company. 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 common stock, par value $0.001 per share, of LivePerson ("LivePerson Common Stock") issued and outstanding immediately prior to the First Effective Time (other than certain excluded shares, including TASE Shares (as defined below)) will be automatically converted into the right to receive a number of shares of Class A common stock of the Company, par value $0.0001 per share ("Company 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 the Company 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 Company Common Stock equal to the quotient of (a) the Aggregate Consideration Amount (as defined below), divided by (b) the Company 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 the Company and converted into an option to acquire shares of the Company 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 cash equivalents on LivePerson's balance sheet as of 12:01 a.m. Pacific Time on the Closing Date (net of certain LivePerson transaction expenses) (the foregoing clause (z), the "LivePerson Cash Balance"); provided that, if a negative number results from such calculation, "LivePerson Shortfall Cash" will be $0. Consistent with the Original Merger Agreement, the "Company Closing Stock Price" refers to the price per share of Company Common Stock derived from the average of the daily volume weighted average prices of a share of Company Common Stock on the Nasdaq on each of the ten (10) consecutive trading days ending on (and including) the trading day that is three (3) trading days prior to the Closing Date, rounded down to the nearest penny, as reported by Bloomberg (such price per share, the "Parent Closing VWAP Stock Price"); provided that, in the event such price per share (I) exceeds $12 per share, "Company Closing Stock Price" will be $12 per share or (II) falls below $7 per share, "Company Closing Stock Price" will be $7 per share.

SoundHound AI Inc. published this content on July 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on July 02, 2026 at 21:15 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]