{"url_path":"/sec/soun/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ** **Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1840856/0001213900-26-075086-index.html","accession_number":"0001213900-26-075086","cik":"0001840856","ticker":"SOUN","issuer_name":"SOUNDHOUND AI, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1840856/0001213900-26-075086-index.html","primary_entity_key":"0001840856","primary_entity_name":"SOUNDHOUND AI, INC."},"word_count":3959,"has_tables":true,"body_markdown":"**Item 1.01** **Entry into a Material Definitive Agreement.**\n\n** **\n\n**Amended and Restated Merger Agreement**\n\n** **\n\nOn July 2, 2026, SoundHound AI, Inc., a Delaware\ncorporation (the “Company”), Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary\nof the Company (“Merger Sub I”), Lightspeed Merger Sub II Inc., a Delaware corporation and an indirect wholly owned\nsubsidiary of the Company (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”) and LivePerson,\nInc., a Delaware corporation (“LivePerson”) entered into an Amended and Restated Merger Agreement (the “Amended\nand Restated Merger Agreement”), which amends and restates in its entirety the Merger Agreement, dated as of April 21, 2026,\nby and among the Company, Merger Sub I and LivePerson (the “Original Merger Agreement”). Pursuant to the Amended and\nRestated Merger Agreement, on the terms and subject to the conditions set forth in the Amended and Restated Merger Agreement, Merger Sub\nI will merge with and into LivePerson (the “First Merger”), with LivePerson surviving the First Merger as an indirect\nwholly owned subsidiary of the Company and, immediately following the First Merger, Merger Sub II will merge with and into LivePerson\n(the “Second Merger”, and, together with the First Merger, the “Mergers”), with LivePerson surviving\nthe Second Merger as an indirect wholly owned subsidiary of the Company. All defined terms used in this summary of the Amended and Restated\nMerger Agreement that are not otherwise defined herein have the meanings ascribed to such terms in the Amended and Restated Merger Agreement.\n\n** **\n\nSubject to the terms and conditions of the Amended\nand Restated Merger Agreement, at the date and time the First Merger becomes effective (the “First Effective Time”),\neach share of common stock, par value $0.001 per share, of LivePerson (“LivePerson Common Stock”) issued and outstanding\nimmediately prior to the First Effective Time (other than certain excluded shares, including TASE Shares (as defined below)) will be automatically\nconverted into the right to receive a number of shares of Class A common stock of the Company, par value $0.0001 per share (“Company\nCommon Stock”) equal to (a) the Closing Merger Consideration (as defined below), divided by (b) the total number of shares of\nLivePerson Common Stock that are issued and outstanding, or that are issuable upon the conversion, exercise or settlement in full of any\nrights to acquire LivePerson Common Stock, as of immediately prior to the First Effective Time (such number of shares, the “Fully\nDiluted Common Number”, and the result of the calculation set forth in the foregoing clauses (a) and (b), the “Per\nShare Merger Consideration”).\n\n \n\nThe aggregate amount of consideration payable\nby the Company to holders of LivePerson Common Stock (other than certain excluded shares, including TASE Shares) in connection with the\nFirst Merger pursuant to the terms of the Amended and Restated Merger Agreement will be a number of shares of Company Common Stock equal\nto the quotient of (a) the Aggregate Consideration Amount (as defined below), divided by (b) the Company Closing Stock Price (the “Closing\nMerger Consideration”).\n\n \n\nConsistent with the Original Merger Agreement,\nthe “Aggregate Consideration Amount” refers to an amount equal to (a) $42,784,532.64, minus (b) the LivePerson Shortfall\nCash (as defined below), plus (c) the aggregate dollar amount of the exercise prices of all In-the-Money Options (as defined below) (other\nthan options assumed by the Company and converted into an option to acquire shares of the Company Common Stock, in accordance with the\nterms of the Amended and Restated Merger Agreement). Consistent with the Original Merger Agreement, “LivePerson Shortfall Cash”\nrefers 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\nClosing occurs in July), minus (y) the aggregate principal amount of LivePerson’s 0% convertible notes due 2026 (the “2026\nConvertible Notes”) repurchased by LivePerson between April 1, 2026 and the Closing Date (the figure resulting from clause (x)\nminus clause (y), “LivePerson Minimum Cash”), minus (z) the cash and cash equivalents on LivePerson’s balance\nsheet as of 12:01 a.m. Pacific Time on the Closing Date (net of certain LivePerson transaction expenses) (the foregoing clause (z), the\n“LivePerson Cash Balance”); provided that, if a negative number results from such calculation, “LivePerson Shortfall\nCash” will be $0. Consistent with the Original Merger Agreement, the “Company Closing Stock Price” refers to\nthe price per share of Company Common Stock derived from the average of the daily volume weighted average prices of a share of Company\nCommon Stock on the Nasdaq on each of the ten (10) consecutive trading days ending on (and including) the trading day that is three (3)\ntrading days prior to the Closing Date, rounded down to the nearest penny, as reported by Bloomberg (such price per share, the “Parent\nClosing VWAP Stock Price”); provided that, in the event such price per share (I) exceeds $12 per share, “Company Closing\nStock Price” will be $12 per share or (II) falls below $7 per share, “Company Closing Stock Price” will be $7 per share.\n\n \n\n1\n\n \n\n \n\nConsistent with the Original Merger Agreement,\nthe Amended and Restated Merger Agreement provides that, at the First Effective Time, (i) each option to purchase shares of LivePerson\nCommon Stock (a “LivePerson Option”) with a per-share exercise price less than the product of the Per Share Merger\nConsideration multiplied by the Company Closing Stock Price (each, an “In-the-Money Option”) and held by any individual\nwho is not an “employee” of the Company within the meaning of Form S-8 as of immediately after the date and time the Second\nMerger becomes effective (the “Second Effective Time”) will be entitled to receive the Per Share Merger Consideration\napplicable to the number of shares covered by such LivePerson Option, net of the applicable exercise price and less applicable tax withholdings;\n(ii) each LivePerson Option that is not an In-the-Money Option will be cancelled for no consideration; (iii) restricted stock units with\nrespect to shares of LivePerson Common Stock (the “LivePerson RSUs”) held by non-employee directors of LivePerson and\neach LivePerson RSU that has vested but not yet settled will be entitled to receive the Per Share Merger Consideration in respect of each\nLivePerson RSU, less applicable tax withholdings; (iv) all other In-the-Money Options and LivePerson RSUs will be assumed by the Company\nand converted into corresponding awards denominated in shares of Company Common Stock in accordance with the terms set forth in the Amended\nand Restated Merger Agreement, which are consistent with the terms of the Original Merger Agreement, and (v) all warrants to purchase\nshares of LivePerson Common Stock will be cancelled for no consideration. Consistent with the Original Merger Agreement, the Amended and\nRestated Merger Agreement also provides that in the event the treatment, as set forth in (i)-(iv) above, of any LivePerson Options or\nLivePerson RSUs held by persons outside of the United States would be administratively burdensome to the Company, the Company may either\ncash out such equity awards or convert them into cash-based awards that continue to vest on the same schedule.\n\n \n\nSubject to the terms and conditions of the Amended\nand Restated Merger Agreement, at the Second Effective Time, each share of LivePerson Common Stock that is held through the Tel-Aviv Stock\nExchange Clearing House Ltd. (each, a “TASE Share”) and issued and outstanding immediately prior to the Second Effective\nTime (other than any Dissenting Shares (as defined below)) will be automatically converted into the right to receive an amount in cash\nequal to (a) the Closing TASE Cash Merger Consideration (as defined below), divided by (b) the total number of TASE Shares that are issued\nand outstanding as of immediately prior to the Second Effective Time (such number of shares, the “Fully Diluted TASE Common Number”,\nand the result of the calculation set forth in the foregoing clauses (a) and (b), the “Per Share Cash Merger Consideration”).\n\n \n\nThe aggregate amount of cash consideration payable\nby the Company to holders of TASE Shares (other than Dissenting Shares) in connection with the Second Merger pursuant to the terms of\nthe Amended and Restated Merger Agreement will be an amount in cash equal to (a) the Closing Merger Consideration, multiplied by (b) the\nCompany Closing VWAP Stock Price, multiplied by (c) a fraction, the numerator of which is the Fully Diluted TASE Common Number, and the\ndenominator of which is the Fully Diluted Common Number (the “Closing TASE Cash Merger Consideration”); provided that,\nin the event such amount exceeds $7,500,000, “Closing TASE Cash Merger Consideration” will be $7,500,000.\n\n \n\nAny TASE Shares that are issued and outstanding\nimmediately prior to the Second Effective Time and held by a holder or beneficial owner who did not vote in favor of the adoption of the\nAmended and Restated Merger Agreement and properly demanded appraisal of such TASE Shares (“Dissenting Shares”) in\naccordance with Section 262 of the DGCL will not be converted into the right to receive the Per Share Cash Merger Consideration and will\ninstead, at the Second Effective Time, be converted into the right to receive payment of the fair value of such Dissenting Shares in accordance\nwith the terms of the Amended and Restated Merger Agreement.\n\n \n\nIt is expected that the Mergers will not qualify\nas a tax-free reorganization for U.S. federal income tax purposes.\n\n** **\n\nConsistent with the Original Merger Agreement,\nunder the terms of the Amended and Restated Merger Agreement, completion of the Mergers is subject to customary closing conditions, including,\namong others (a) the adoption of the Amended and Restated Merger Agreement by the stockholders of LivePerson; (b) the absence of any law,\norder or other legal impediment prohibiting the consummation of the Mergers; (c) the receipt of approvals under certain applicable foreign\ndirect investment laws; (d) the approval for listing the shares of Company Common Stock issuable to the stockholders of LivePerson pursuant\nto the Amended and Restated Merger Agreement on the Nasdaq; (e) the effectiveness of the Company’s registration statement on Form\nS-4; (f) the accuracy of the parties’ respective representations and warranties in the Amended and Restated Merger Agreement, subject\nto specified materiality qualifications; (g) the performance or compliance by the Company and LivePerson with the covenants in the Amended\nand Restated Merger Agreement in all material respects; (h) the absence of a material adverse effect on LivePerson (as defined in the\nAmended and Restated Merger Agreement); and (i) the consummation of the Notes Restructuring Transactions (as in the Amended and Restated\nMerger Agreement).\n\n** **\n\n****\n\n2\n\n \n\n** **\n\nConsistent with the Original Merger Agreement,\nthe Amended and Restated Merger Agreement contains customary representations, warranties and covenants made by each of the Company, Merger\nSubs and LivePerson, including, among others, covenants by LivePerson regarding the conduct of its business during the pendency of the\ntransactions contemplated by the Amended and Restated Merger Agreement, public disclosures and other matters. LivePerson is required,\namong other things, not to solicit alternative business combination transactions and, subject to certain exceptions, not to engage in\ndiscussions or negotiations regarding an alternative business combination transaction.\n\n** **\n\nConsistent with the Original Merger Agreement,\nboth the Company and LivePerson may terminate the Amended and Restated Merger Agreement under specified circumstances, including (a) if\nthe Mergers are not completed by October 21, 2026 (which date may be extended to December 5, 2026 if certain regulatory approvals have\nnot been obtained); (b) if LivePerson fails to obtain stockholder approval; (c) if the board of directors of LivePerson makes an adverse\nrecommendation change with respect to the Mergers or commits a material breach of its non-solicitation obligations; (d) if the board of\ndirectors of LivePerson terminates to accept a superior acquisition proposal; or (e) if the Notes Restructuring Transactions are terminated\nfor any reason. Consistent with the Original Merger Agreement, the Amended and Restated Merger Agreement further provides that LivePerson\nis required to pay the Company a termination fee of $5,000,000, plus the Company’s transaction expenses, if the Amended and Restated\nMerger Agreement is terminated under certain specified circumstances, including if the board of directors of LivePerson changes or withdraws\nits recommendation of the Mergers, terminates the Amended and Restated Merger Agreement to enter into an agreement with respect to a superior\nacquisition proposal or if the Notes Restructuring Transactions terminate for any reason or otherwise fail to consummate by the Outside\nDate (as defined in the Amended and Restated Merger Agreement), except where such termination or failure to consummate primarily resulted\nfrom the Company’s material breach of the Notes Restructuring Agreement (as defined in the Amended and Restated Merger Agreement);\nprovided that where a termination fee is payable in connection with the failure to consummate, or termination of, the Note Restructuring\nTransactions, the obligation to reimburse the Company’s transaction expenses will be capped at $3,750,000.\n\n \n\nConsistent with the Original Merger Agreement,\nthe Amended and Restated Merger Agreement and the consummation of the transactions contemplated thereby, including the Mergers, have been\nunanimously approved by LivePerson’s board of directors, and LivePerson’s board of directors has resolved to recommend to\nthe stockholders of LivePerson to adopt the Amended and Restated Merger Agreement, subject to its terms and conditions.\n\n  \n\nThe Amended and Restated Merger Agreement is attached\nhereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description does not purport to be complete and is subject\nto and qualified in its entirety by reference to the Amended and Restated Merger Agreement. The Amended and Restated Merger Agreement\nhas been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information\nabout the Company, Merger Subs or LivePerson. In particular, the assertions embodied in the representations and warranties contained in\nthe Amended and Restated Merger Agreement are qualified by information in a confidential disclosure letter provided by LivePerson to the\nCompany in connection with the signing of the Original Merger Agreement and in filings of the parties with the United States Securities\nand Exchange Commission (the “SEC”). The confidential disclosure letter contains information that modifies, qualifies\nand creates exceptions to the representations and warranties and certain covenants set forth in the Amended and Restated Merger Agreement.\nMoreover, the representations and warranties in the Amended and Restated Merger Agreement were used for the purposes of allocating risk\nbetween the Company and LivePerson rather than establishing matters of fact. Accordingly, the representations and warranties in the Amended\nand Restated Merger Agreement should not be relied on as characterization of the actual state of facts about the Company, Merger Subs\nor LivePerson.\n\n \n\n3\n\n \n\n \n\n**Statement Regarding Forward-Looking Information**\n\n** **\n\nThis communication contains statements\nregarding the Company, LivePerson, the proposed transactions described herein and other matters that are forward-looking statements\nwithin the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,\nas amended (the “Exchange Act”). In some cases, forward-looking statements can be identified by words such as\n“anticipate,” “approximate,” “believe,” “plan,” “estimate,”\n“expect,” “project,” “could,” “should,” “strategy,” “will,”\n“intend,” “may” and other similar expressions or the negative of such words or expressions. Statements in\nthis communication concerning (i) the Company’s or LivePerson’s expected future financial position, results of\noperations, business strategy, production capacity, competitive positions, growth opportunities, employment opportunities and\nmobility, plans and objectives of management and (ii) the Company’s proposed acquisition of LivePerson, the expected benefits\nof the proposed acquisition, including with respect to the business outlook or future economic performance, and product or services\nline growth, the structure of the proposed acquisition, the closing date of the proposed acquisition, and plans following the\nclosing of the proposed acquisition, together with other statements that are not historical facts, are forward-looking statements\nthat are estimates reflecting management’s best judgment based upon currently available information. Such forward-looking\nstatements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ\nmaterially from expectations as a result of a variety of factors, including, without limitation, those discussed below. Such\nforward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties\nand other factors, many of which the Company and LivePerson are unable to predict or control, that may cause actual results,\nperformance or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking\nstatements. These statements involve risks and uncertainties that could cause actual results to differ materially from those\nanticipated in these statements as a result of a number of factors, including, but not limited to: (a) the risk that the\ntransactions described herein will not be completed or will not provide the expected benefits; (b) the failure to timely or at all\nobtain LivePerson stockholder approval for the Mergers; (c) the inability to obtain required regulatory approvals for the Mergers;\n(d) the timing of obtaining such approvals and the risk that such approvals may result in the imposition of conditions that could\nadversely affect the combined company or the expected benefits of the proposed transactions; (e) the risk that a condition to\nclosing of the proposed transactions may not be satisfied on a timely basis or at all; (f) the possible occurrence of an event,\nchange or other circumstance that would give rise to the termination of the Amended and Restated Merger Agreement; (g) the risk of\nstockholder litigation in connection with the Mergers, including resulting expense or delay in closing of the proposed transactions;\n(h) the failure of the proposed transactions to close for any other reason; (i) the diversion of the attention of the Company and\nLivePerson management from ongoing business operations; (j) unexpected costs, liabilities, charges or expenses resulting from the\nproposed transactions; (k) the risk that the integration of the Company and LivePerson will be more difficult, time-consuming or\nexpensive than anticipated; (l) the risk of customer loss or other business disruption in connection with the proposed transactions,\nor of the loss of key employees; (m) the fact that unforeseen liabilities of the Company or LivePerson may exist; (n) changes in\napplicable laws or regulations and extensive and evolving government regulations that impact the Company’s or\nLivePerson’s operations and business; (o) investigations, claims, disputes, enforcement actions, litigation and/or other\nregulatory or legal proceedings, including with respect to AI technology; (p) risks that the Company may not be able to manage\nstrains associated with its growth; (q) dependence on key personnel; (r) stock price volatility; (s) the Company’s and\nLivePerson’s ability to protect their intellectual property and litigation risks; (t) the risk that LivePerson’s usage\npatterns, customer renewals, customer outcomes and similar metrics differ from expectations; (u) the risk of cybersecurity incidents\nor breaches impacting LivePerson’s business; (v) the risks related to the use and regulation of artificial intelligence and\nmachine learning; (w) general economic, financial, legal, political and business conditions; and (x) other risks inherent in the\nCompany’s and LivePerson’s businesses.\n\n \n\nAll such factors are difficult to predict, are\nbeyond the Company’s and LivePerson’s control, and are subject to additional risks and uncertainties, including those detailed\nin the Company’s annual report on Form 10-K for the year ended December 31, 2025 and those detailed in LivePerson’s annual\nreport on Form 10-K for the year ended December 31, 2025 and LivePerson’s Quarterly Report on Form 10-Q for the quarterly period\nended March 31, 2026. These risks, as well as other risks related to the proposed transaction, are included in the Form S-4 and proxy\nstatement/prospectus (each as defined below) that the Company filed and LivePerson intends to file with the SEC in connection with the\nproposed transaction. Forward-looking statements are based on the estimates and opinions of management at the time the statements are\nmade. Neither the Company nor LivePerson undertakes any obligation to publicly update any forward-looking statement, whether as a result\nof new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these\nforward-looking statements that speak only as of the date hereof.\n\n \n\n4\n\n \n\n \n\n**No Offer or Solicitation**\n\n** **\n\nThis communication is not intended to be, and\nshall not constitute, an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities, or a\nsolicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation\nor sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities\nshall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.\n\n \n\n**Additional Information and Where to Find It**\n\n** **\n\nIn connection with the proposed transaction, the\nCompany filed with the SEC a registration statement on Form S-4 (the “Form S-4”) that includes a proxy statement of LivePerson\nand that also constitutes a prospectus of the Company with respect to the shares of the Company common stock to be issued in the proposed\ntransaction (the “proxy statement/prospectus”). The definitive proxy statement/prospectus (if and when available) will be\nfiled with the SEC by, and mailed to shareholders of, LivePerson. Each of the Company and LivePerson may also file other relevant documents\nwith the SEC regarding the proposed transaction.\n\n \n\nThis communication is not a substitute for the\nForm S-4, the proxy statement/prospectus or any other document that the Company or LivePerson filed or may file with the SEC in connection\nwith the proposed transaction. INVESTORS AND SECURITY HOLDERS OF SOUNDHOUND AND LIVEPERSON ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT/PROSPECTUS\nAND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY IN THEIR ENTIRETY\nBECAUSE THEY CONTAIN OR WILL CONTAIN, AS APPLICABLE, IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders\nwill be able to obtain copies of these documents (if and when available), as well as other filings containing information about the Company\nand LivePerson, free of charge on the SEC’s website at www.sec.gov. Copies of the documents filed with, or furnished to, the SEC\nby the Company will be available free of charge on the Company’s website at https://investors.soundhound.com/financial-information/sec-filings.\nCopies of the documents filed with, or furnished to, the SEC by LivePerson will be available free of charge on LivePerson’s website\nat https://ir.liveperson.com/financial-information/sec-filings. The information included on, or accessible through, the Company’s\nor LivePerson’s website is not incorporated by reference into this communication.\n\n** **\n\n**Participants in the Solicitation**\n\n** **\n\nThe Company, LivePerson and their respective directors\nand executive officers may be deemed to be participants in the solicitation of proxies with respect to the proposed transaction under\nthe rules of the SEC. Information about the directors and executive officers of the Company, including a description of their direct or\nindirect interests, by security holdings or otherwise, is set forth in the Company’s definitive proxy statement for its 2026 annual\nmeeting of stockholders under the heading “Proposal 1 - Election of Directors”, which was filed with the SEC on April 9, 2026\nand is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/0001840856/000121390026041978/ea0285618-01.htm. Information about\nthe directors and executive officers of LivePerson and their ownership of LivePerson equity interests can be found in the section entitled\n“Ownership of Securities” included in LivePerson's definitive proxy statement in connection with its Special Meeting of Stockholders,\nwhich was filed with the SEC on September 17, 2025 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1102993/000110299325000159/lpsn-20250917.htm;\nin the Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership filed with the SEC by LivePerson's\ndirectors and executive officers; and in other documents filed by LivePerson with the SEC. Additional information regarding the interests\nof the participants in the solicitation of proxies is included in the Form S-4, the proxy statement/prospectus and other relevant materials\nfiled with the SEC. You should read the Form S-4 and the proxy statement/prospectus carefully before making any voting or investment decisions.\nYou may obtain free copies of these documents using the sources indicated above.\n\n \n\n5"}