UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously disclosed, a special meeting of stockholders of LivePerson, Inc. (the “Company”), was held at 10:00 a.m. Eastern Time on August 20, 2026, and was adjourned to 10:00 a.m. Eastern Time on September 2, 2026, to allow the Company to solicit additional proxies in favor of the Merger Proposal (as defined below). At the reconvened special meeting held on September 2, 2026 (the “Special Meeting”), the holders of 6,492,958 shares of the Company’s common stock, par value $0.001 per share, were represented virtually or by proxy, and therefore a quorum was present.
At the Special Meeting, the following proposals were voted upon (each of which is described in detail in the definitive proxy statement/prospectus for the Special Meeting, which was filed with the Securities and Exchange Commission on July 9, 2026):
Proposal 1. To adopt the Amended and Restated Merger Agreement, dated July 2, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, SoundHound AI, Inc. (“SoundHound”), Lightspeed Merger Sub Inc., an indirect wholly owned subsidiary of SoundHound, and Lightspeed Merger Sub II Inc., an indirect wholly owned subsidiary of SoundHound, and the transactions contemplated thereby, including the Mergers (as defined in the Merger Agreement) (and such proposal, the “Merger Proposal”).
Proposal 2. To approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to the Company’s named executive officers that is based on, or otherwise relates to, the mergers contemplated by the Merger Agreement (the “Non-binding Compensation Advisory Proposal”).
Proposal 3. To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal (the “Adjournment Proposal”).
Each of the Merger Proposal and the Non-binding Compensation Advisory Proposal was approved by the requisite vote of the Company’s stockholders. Because the Merger Proposal was approved, the Adjournment Proposal was not presented for a vote. A summary of the voting results for each proposal is set forth below.
Proposal 1. The Merger Proposal
| Votes For |
Votes Against |
Abstain | ||
| 6,339,066 | 134,018 | 19,874 |
Proposal 2. The Non-binding Compensation Advisory Proposal
| Votes For |
Votes Against |
Abstain | ||
| 4,535,162 | 1,718,785 | 236,319 |
| Item 8.01 | Other Events. |
As a result of receipt of shareholder approval of the Merger Proposal, all conditions precedent to the consummation of the transactions contemplated by the Merger Agreement and Notes Restructuring Agreement have been satisfied, and the parties expect to consummate such transactions on September 4, 2026.
In addition, the Company and SoundHound have determined in accordance with the previously disclosed terms of the Merger Agreement that (a) the Per Share Merger Consideration (as defined in the Merger Agreement) will be an amount equal to 0.4673 shares of Class A Common Stock of SoundHound, par value $0.0001 per share and (b) the Per Share Cash Merger Consideration (as defined in the Merger Agreement) will be an amount in cash equal to $3.31.
On September 2, 2026, the Company issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Statement Regarding Forward-Looking Information
This communication contains statements regarding the Company, SoundHound, the proposed transactions described herein and other matters that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, forward-looking statements can be identified by words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “should,” “strategy,” “will,” “intend,” “may” and other similar expressions or the negative of such words or expressions. Statements in this communication concerning the timing and terms of the transactions contemplated by the Merger Agreement, including the Mergers, and the Notes Restructuring Transactions, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting management’s best judgment based upon currently available information. Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from expectations as a result of a variety of factors, including, without limitation, those discussed below. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which the Company and SoundHound are unable to predict or control, that may cause actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated in these statements as a result of a number of factors, including, but not limited to: (a) the risk that the transactions described herein will not be completed or will not provide the expected benefits; (b) the risk that a condition to closing of the proposed transactions may not be satisfied on a timely basis or at all; (c) the possible occurrence of an event, change or other circumstance that would give rise to the termination of the Merger Agreement; (d) the risk of stockholder litigation in connection with the Mergers, including resulting expense or delay in closing of the proposed transactions; (e) the failure of the proposed transactions to close for any other reason; (f) the diversion of the attention of the Company and SoundHound management from ongoing business operations; (g) unexpected costs, liabilities, charges or expenses resulting from the proposed transactions; (h) the risk that the integration of the Company and SoundHound will be more difficult, time-consuming or expensive than anticipated; (i) the risk of customer loss or other business disruption in connection with the proposed transactions, or of the loss of key employees; (j) the fact that unforeseen liabilities of the Company or SoundHound may exist; (k) changes in applicable laws or regulations and extensive and evolving government regulations that impact the Company’s or SoundHound’s operations and business; (l) investigations, claims, disputes, enforcement actions, litigation and/or other regulatory or legal proceedings, including with respect to AI technology; (m) risks that the Company may not be able to manage strains associated with its growth; (n) dependence on key personnel; (o) stock price volatility; (p) the Company’s and SoundHound’s ability to protect their intellectual property and litigation risks; (q) the risk that the Company’s usage patterns, customer renewals, customer outcomes and similar metrics differ from expectations; (r) the risk of cybersecurity incidents or breaches impacting the Company’s business; (s) the risks related to the use and regulation of artificial intelligence and machine learning; (t) general economic, financial, legal, political and business conditions; and (u) other risks inherent in the Company’s and SoundHound’s businesses.
All such factors are difficult to predict, are beyond the Company’s and SoundHound’s control, and are subject to additional risks and uncertainties, including those detailed in the SoundHound’s annual report on Form 10-K for the year ended December 31, 2025, and those detailed in the Company’s annual report on Form 10-K for the year ended December 31, 2025 and the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026. These risks, as well as other risks related to the proposed transactions, are included in the Form S-4 and proxy statement/prospectus (each as defined below) that the Company and SoundHound filed with the SEC in connection with the proposed transaction. Forward-looking statements are based on the estimates and opinions of management at the time the statements are made. Neither the Company nor SoundHound undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following documents are included as exhibits to this report:
| Exhibit |
Description | |
| 99.1 | Press Release issued by the Company on September 2, 2026. | |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 2, 2026
| LIVEPERSON, INC. | ||
| (Registrant) | ||
| By: | /s/ John Collins | |
| John Collins | ||
| Chief Financial Officer & Chief Operating Officer | ||