LPSN: 8-K · acquisition merger
The SoundHound AI acquisition of LivePerson closed on September 4, 2026. Via a two-step merger, Lightspeed Merger Sub I and II each merged into LivePerson, leaving the company surviving as an indirect wholly owned subsidiary of SoundHound AI, Inc. Each outstanding share of LivePerson common stock converted into the right to receive 0.4673 shares of SoundHound Class A common stock, while shares held through the Tel-Aviv Stock Exchange Clearing House received $3.31 in cash per share. Company options and warrants were cancelled for no consideration, and vested RSUs received the merger consideration. LivePerson common stock is being delisted from Nasdaq under the symbol LPSN, with a Form 25 to be filed and a Form 15 to follow suspending the company's SEC reporting obligations. The company's entire nine-member board of directors, including James Miller and Anthony Zingale, resigned at closing with no disagreements cited. In connection with the closing, the parties consummated the April 2026 Notes Restructuring Agreement: holders of the First and Second Lien Secured Notes due 2029 accepted an aggregate 36,894,839 SoundHound shares plus $5,848,000 in cash in full satisfaction of those obligations.
SoundHound Closes LivePerson Deal And Issues 37 Million Shares
SoundHound AI Completes Acquisition of LivePerson, Creating a World-Leading Omnichannel Conversational AI Powerhouse
LPSN: 25-NSE · delisting
A Form 25-NSE notification of removal from listing was filed on September 4, 2026 for LivePerson Inc (LPSN), removing its common stock from listing and registration on Nasdaq under Section 12(b) of the Securities Exchange Act. The -NSE suffix indicates the filing was submitted through the Nasdaq exchange rather than by the issuer. A Form 25 formally deregisters the security and ends exchange trading; shares typically continue to trade over-the-counter afterward. For LPSN holders this means materially reduced liquidity and access, and such filings usually follow either a completed merger or going-private transaction or a listing-compliance failure. Investors should watch for a companion Form 15, which would terminate the company's Exchange Act reporting obligations.
LivePerson Stockholders Approve Acquisition by SoundHound AI
LivePerson stockholders voted to approve the proposed acquisition by SoundHound AI at a special meeting held September 2, 2026. The transaction is expected to close on September 4, 2026, subject to satisfaction or waiver of customary closing conditions, with certified voting results to be reported in an upcoming Form 8-K. CEO John Sabino said the company is now one step closer to joining forces with SoundHound AI, positioning the combined business to serve customers and partners at scale in conversational AI; the forward-looking statements note the notes restructuring transactions under the Notes Restructuring Agreement remain among the conditions to closing.
LivePerson Stockholders: Time is Nearly Up to Cast Your Vote
LivePerson is urging stockholders to vote 'FOR' the proposed acquisition by SoundHound AI before the September 1, 2026, voting deadline. As of August 20, over 97% of shares cast have been in favor of the transaction, though the company warned that failure to secure sufficient votes would leave it as a standalone entity facing significant debt and risks. The Special Meeting of Stockholders reconvenes on September 2, and investors may vote online, by phone, or by mail.
LPSN: 425 · acquisition merger
LivePerson filed a Rule 425 communication dated August 24, 2026 in connection with SoundHound AI's proposed acquisition of LivePerson, subject to the definitive merger agreement between the two companies. The filing is largely procedural boilerplate: SoundHound AI's Form S-4, which includes the definitive LivePerson proxy statement/prospectus, was dated July 9, 2026, and mailing of that document to LivePerson stockholders began on or about the same date ahead of LivePerson's special meeting. Closing of the transaction remains conditioned on required shareholder approvals, regulatory approvals, and consummation of the notes restructuring transactions contemplated by the Notes Restructuring Agreement, with the filing enumerating standard termination, integration, and closing risks. No new deal terms, exchange ratios, or financial figures were disclosed in this communication.
LivePerson filed this Rule 425 communication on August 20, 2026 in connection with SoundHound AI's proposed acquisition of LivePerson, confirming the merger process remains active and on a pre-close track. SoundHound AI has filed a Form S-4 that includes LivePerson's definitive proxy statement and serves as the prospectus for the SoundHound shares to be issued in the transaction; the proxy statement/prospectus is dated July 9, 2026, was filed with the SEC that day, and mailing to LivePerson stockholders began on or about the same date. The communication itself is procedural boilerplate — forward-looking-statement disclaimers, no-offer language, and solicitation-participant disclosures — with no new deal terms, pricing, or financial figures. Closing remains subject to LivePerson shareholder approval, regulatory approvals, and consummation of the notes restructuring transactions contemplated by the Notes Restructuring Agreement, so deal-completion risk persists until the special meeting and closing occur.
LivePerson Announces Adjournment of Special Meeting of Stockholders
LivePerson has adjourned its special meeting of stockholders to September 2, 2026, as it has not yet secured votes from a majority of outstanding shares to approve the merger with SoundHound AI. Preliminary results indicate that over 97% of the votes cast to date are in favor of the transaction, putting the company within a few percentage points of the required threshold. Management is urging stockholders who have not yet voted to submit their proxies immediately to ensure the transaction can be completed.
LivePerson Stockholders: The Time to Vote for the SoundHound Transaction is NOW
LivePerson is urging stockholders to vote FOR the pending merger with SoundHound AI before the proxy deadline on August 19, warning that a failure to approve the deal carries significant standalone risks. The company stated that failure to secure the vote could lead to delisting from Nasdaq and potential reorganization, noting that its outstanding debt exceeds the total value of the transaction. Proxy advisory firms ISS and Glass Lewis have endorsed the transaction, which offers stockholders SoundHound shares valued at roughly $3.33 apiece, a 22% premium to the pre-announcement volume-weighted average price.
LivePerson filed this Rule 425 communication on August 17, 2026 in connection with SoundHound AI's proposed acquisition of LivePerson, a transaction in which shares of SoundHound AI common stock will be issued to LivePerson stockholders. SoundHound AI filed a Form S-4 dated July 9, 2026 that includes LivePerson's definitive proxy statement and constitutes SoundHound's prospectus, and mailing to LivePerson stockholders began on or about the same date. Closing remains conditional on LivePerson shareholder approval, regulatory approvals, and consummation of the notes restructuring transactions contemplated by the Notes Restructuring Agreement. The filing itself is procedural and contains no new deal terms, financial figures, or pricing — only standard forward-looking statement, no-offer, and solicitation-participant disclosures.
LivePerson filed internal communications under Rule 425 on August 14, 2026, urging employee shareholders to vote before the August 20, 2026 special meeting on SoundHound AI's proposed acquisition of LivePerson. The company walked employees through voting via Fidelity NetBenefits and ProxyVote.com, noting that voting eligibility was fixed by share ownership as of the July 6, 2026 record date, with a voting deadline of 11:59 p.m. ET on August 19. Approval of the merger requires support from a majority of LivePerson's outstanding shares, and the company warned that unvoted shares count the same as votes against the transaction, making turnout the decisive factor in whether the deal closes. The transaction is documented in the Form S-4 proxy statement/prospectus dated July 9, 2026, and closing remains conditioned on shareholder approval plus consummation of the notes restructuring transactions contemplated by the Notes Restructuring Agreement.
LivePerson filed a Rule 425 communication urging its stockholders to vote today on SoundHound AI's proposed acquisition of LivePerson, including a direct proxy-voting link in the message. The definitive proxy statement/prospectus forms part of SoundHound AI's Form S-4, dated July 9, 2026, and mailing to LivePerson stockholders began on or about that same date; both companies may file additional related materials with the SEC. No new deal terms or financial figures were disclosed, and closing remains contingent on shareholder approvals, regulatory approvals, and the notes restructuring transactions contemplated by the Notes Restructuring Agreement, so completion risk persists until all conditions are satisfied.
LivePerson filed Rule 425 merger communications ahead of its August 20 special meeting, announcing that both ISS and Glass Lewis have recommended stockholders vote FOR the proposed merger with SoundHound AI. The proxy advisors' support validates the board's unanimous recommendation and de-risks the vote outcome. Under the deal, SoundHound is acquiring LivePerson at $3.33 per share, a 22% premium over LivePerson's 30-day moving average at signing. Management said LivePerson's legacy debt, which exceeded the entire transaction value, goes away at closing, leaving the combined company debt-free. The merger requires approval from more than 50% of outstanding shares, meaning a non-vote effectively counts as a vote against. The proxy voting deadline is 11:59 p.m. ET on August 19, 2026. Management pitched a combined-company revenue opportunity of $500 million per year in the near term, and framed the deal as positioning the merged firm to capture part of an enterprise agentic AI market it projects will approach $1 trillion by 2030.
Leading Independent Proxy Advisory Firm ISS Recommends LivePerson Stockholders Vote "FOR" Proposed Transaction with SoundHound AI
Institutional Shareholder Services (ISS) has recommended that LivePerson stockholders vote to approve the proposed acquisition by SoundHound AI, joining Glass Lewis in endorsing the deal. ISS cited a thorough sales process and sound strategic rationale, noting the stock consideration allows shareholders to retain upside in a larger, debt-free entity. Crucially, ISS highlighted the severe risks of remaining standalone, including potential delisting, substantial indebtedness, and bankruptcy. The advisory firm found no public opposition to the transaction ahead of the vote. The Special Meeting of Stockholders is scheduled for August 20, 2026, with approval requiring the affirmative vote of a majority of outstanding shares.
LivePerson filed a Rule 425 communication on August 11, 2026 containing an internal employee memo from its People Team outlining employee milestones from now through the anticipated close of its pending acquisition by SoundHound AI. The memo states that many transition details are still being finalized and that all dates and timing are contingent on deal closure; employees can submit questions through an Employee Question Form and follow updates on the internal LivePerson x SoundHound site. The filing's legal disclosures confirm that SoundHound AI's Form S-4, which includes LivePerson's definitive proxy statement/prospectus dated July 9, 2026, has been filed with the SEC and mailed to LivePerson stockholders, teeing up the special meeting to vote on the merger. Risk factors reiterate that the deal could terminate or fail to close if shareholder or regulatory approvals are not obtained, or if the notes restructuring transactions contemplated by the Notes Restructuring Agreement are not consummated.
/C O R R E C T I O N -- LivePerson, Inc./
LivePerson's Board is urging shareholders to vote 'FOR' the pending acquisition by SoundHound AI ahead of the August 20 special meeting, warning that a failure to approve the deal exposes the company to severe standalone risks. The offer represents a 22% premium to the 30-day volume-weighted average price, valuing shares at approximately $3.33 each, and creates a combined entity with a debt-free balance sheet targeting $350M to $400M in revenue for 2027. Management highlighted that rejecting the transaction could lead to potential delisting from Nasdaq, an inability to service substantial debt, and a reorganization that could leave stockholders with no value.
LPSN: 10-Q · periodic report
LivePerson's Q2 2026 revenue fell about 12% year over year to $52.5 million, and the company posted a net loss of $72.6 million, driven primarily by a $51.8 million non-cash goodwill impairment charge. Diluted EPS was -$6.11 on a post-reverse-split share base, versus -$2.50 a year ago. The impairment was triggered by the pending SoundHound AI acquisition — signed April 21, 2026 and amended July 2, 2026 to pay cash instead of stock to Tel Aviv-listed shares — with the company warning that remaining goodwill of $132.4 million is at further risk of impairment if the Mergers do not close timely. The deal's stock consideration is subject to a $7.00-$12.00 SoundHound price collar, with an outside date of October 21, 2026. The balance sheet shows $96.7 million of cash against $398.6 million of senior notes and a stockholders' deficit of $122.0 million, though operating cash flow was positive at $10.8 million for the first half and the company remains in compliance with its $60 million minimum cash covenant. Warrants will be cancelled for no consideration at closing, and $15.0 million of 0% 2026 Notes mature December 15, 2026. Legal risk is escalating: Vector Capital is suing LivePerson directors in Delaware over the September 2025 Debt Exchange, two July 2026 lawsuits seek additional merger proxy disclosures, and the Damri securities class action continues. LivePerson stock now trades largely on merger-completion odds rather than standalone fundamentals.
Leading Independent Proxy Advisory Firm Glass Lewis Recommends LivePerson Stockholders Vote "FOR" SoundHound AI Transaction
Independent proxy advisor Glass Lewis recommended LivePerson stockholders vote 'FOR' the proposed acquisition by SoundHound AI, citing a 22% premium to the 30-day VWAP and the resolution of outstanding debt exceeding the company's total value. The transaction implies a share value of $3.33 for most LivePerson stockholders, with SoundHound projecting combined 2027 revenue of $350-$400 million and potential for $500 million from the existing customer base. LivePerson's Board unanimously supports the deal, arguing it maximizes value and mitigates standalone risks, with the special meeting scheduled for August 20, 2026.
LivePerson filed a Rule 425 communication containing a social media post tied to SoundHound AI's proposed acquisition of LivePerson. The document itself is standard legal boilerplate: forward-looking statement disclaimers, no-offer language, and solicitation-participant disclosures dated August 6, 2026. The filing confirms the deal is progressing toward a shareholder vote: SoundHound AI's Form S-4 registration statement includes a definitive proxy statement/prospectus of LivePerson dated July 9, 2026, and mailing of that document to LivePerson stockholders began on or about the same date ahead of LivePerson's special meeting. No new deal terms, consideration values, or financial figures were disclosed in this communication. Notably, the risk language confirms closing depends on LivePerson shareholder approval and consummation of notes restructuring transactions contemplated by a Notes Restructuring Agreement, indicating LivePerson's outstanding notes are being addressed as part of the merger. Agents should treat this as a routine merger-process update and watch for the special meeting date, vote results, regulatory approvals, and closing timeline as the next material catalysts for LPSN and SOUN.
LivePerson, Inc. (LPSN) Discusses Board Recommendation and Stockholder Vote on Transaction with Downtown AI Transcript
LivePerson filed a Rule 425 communication on August 4, 2026 reminding stockholders of an investor town hall and Q&A webcast on August 5 to discuss its pending acquisition by SoundHound AI (NASDAQ: SOUN). CEO John Sabino will cover the deal's value and potential upside, the board's process, the negotiated resolution with the company's debtholders, and what happens if stockholders do not approve the transaction. The special meeting to vote on the merger is scheduled for August 20, 2026, and approval requires the affirmative vote of a majority of all outstanding shares of LivePerson common stock. The company emphasized that failing to vote is functionally the same as voting against the deal and is urging holders to cast votes by proxy card, online at proxyvote.com, or by phone. The filing reiterates that closing remains conditioned on shareholder approval and consummation of the notes restructuring transactions contemplated by the Notes Restructuring Agreement, keeping deal-completion risk in focus ahead of the vote. Stockholders holding shares on the Tel Aviv Stock Exchange face separate ownership-certificate requirements dated July 6, 2026 to vote.
Are MKTX, SMTI, LPSN Obtaining Fair Deals for their Shareholders?
Halper Sadeh LLC is investigating the board of LivePerson regarding the proposed sale to SoundHound AI for an equity value of $43 million. The investigation concerns whether the company is obtaining a fair deal and if the transaction violates federal securities laws or breaches fiduciary duties. Shareholders are encouraged to contact the firm to discuss their rights and options on a contingent fee basis.
Are D, LEG, NEE, LPSN Obtaining Fair Deals for their Shareholders?
Halper Sadeh LLC is investigating Dominion Energy regarding its proposed sale to NextEra Energy, an all-stock transaction valued at 0.8138 shares of NextEra for each Dominion share. The investigation concerns potential breaches of fiduciary duties and whether the board is acting in the best interests of shareholders. Shareholders are encouraged to contact the firm to discuss their rights and options on a contingent fee basis with no cost or obligation.
LivePerson Inc. has filed a Form 425, which includes a LinkedIn message from CEO John Sabino regarding the company's proposed acquisition by SoundHound AI. The communication reinforces the forward-looking statements related to the merger timeline, including the filing of the definitive proxy/prospectus and the scheduling of a special meeting for shareholders. The filing details the procedural steps necessary to close the transaction, such as obtaining regulatory approvals and finalizing the notes restructuring. Investors are directed to the previously filed Form S-4 and proxy statement for detailed information concerning the deal terms and participant interests. Standard risk disclosures are included, cautioning that the transaction may not close as expected due to various factors, including failure to satisfy closing conditions or achieve anticipated integration benefits. The document serves as a solicitation material for the upcoming shareholder vote.
LivePerson Stockholders: Vote Today FOR Transaction with SoundHound AI
LivePerson urged stockholders to vote FOR the proposed acquisition by SoundHound AI, which offers consideration of approximately $3.33 per share, a 22% premium. The company warned that its outstanding debt exceeds the total transaction value and that no alternative proposals were received after contacting 66 potential counterparties. Management stated that if the transaction is not approved, there is a real risk that shares will ultimately be worth little or nothing.
LivePerson received the final foreign investment clearance from the Bulgarian authority regarding its pending acquisition by SoundHound AI. This approval satisfies all regulatory conditions required for the merger to close, following earlier clearances from Italy, Canada, Germany, and the United Kingdom. The transaction remains subject to other closing conditions, including approval from LivePerson stockholders, before it can be consummated.
LivePerson filed a Form 425 to disclose social media posts containing standard forward-looking statements about SoundHound AI's proposed acquisition of the company. The communication outlines the transaction's timeline, including the filing of the definitive proxy statement and the upcoming special meeting. Investors are directed to the Form S-4 and proxy statement/prospectus filed with the SEC on July 9, 2026, for complete details regarding the merger agreement and the solicitation of proxies. The filing emphasizes that the statements are subject to risks and uncertainties regarding regulatory approvals and integration.
LivePerson informed employees about new resources available for shareholders regarding the company's pending acquisition by SoundHound AI. The company launched a dedicated microsite, voteliveperson.com, to house voting instructions and transaction details, alongside a stockholder letter from John Sabino detailing the Board's rationale. Employees were instructed to direct all external inquiries from investors, analysts, or the media to the investor relations and public relations teams.
LivePerson is urging shareholders to vote in favor of the pending merger with SoundHound AI ahead of a special meeting scheduled for August 20, 2026. The company highlights that the transaction offers a 22% premium to the 30-day volume-weighted average price, with an implied value of approximately $3.33 per share based on the announcement date. The filing exposes significant financial distress, revealing that revenue dropped 22% year-over-year in FY2025 to $243.7 million, with FY2026 guidance projecting a further decline to a range of $195 million to $207 million. The company reported a GAAP net loss of $67.2 million for FY2025 and a total stockholder deficit of -$51.5 million as of March 31, 2026. Management argues that the merger is the best strategic alternative to address the company's $350 million debt burden, which currently exceeds its total equity value. Secured noteholders have agreed to exchange their notes at a substantial discount, a concession the board states was necessary to provide any recovery value to common shareholders.
LivePerson Sends Letter to Stockholders Highlighting Benefits of Pending Transaction with SoundHound AI
LivePerson is urging stockholders to vote FOR its acquisition by SoundHound AI, emphasizing a 22% premium to the pre-announcement trading price and a path to a debt-free balance sheet. Management reviewed 66 potential partners, concluding that this transaction is the best alternative given the company's substantial debt load, which currently exceeds the total transaction value. The combined entity is projected to generate between $350 million and $400 million in revenue by 2027, leveraging a customer base that includes 25 Fortune 100 companies.
Are LEG, GBTG, LPSN Obtaining Fair Deals for their Shareholders?
Halper Sadeh LLC announced an investigation into Global Business Travel Group's proposed sale to Long Lake Management for $9.50 per share in cash. The firm is examining whether the transaction involves breaches of fiduciary duty or violations of federal securities laws by the board of directors. Shareholders are encouraged to contact Halper Sadeh to discuss their rights and options at no cost or obligation.
LPSN: DEFM14A · proxy statement
LivePerson, Inc. stockholders are being asked to approve the acquisition of the company by SoundHound AI, Inc. pursuant to an Amended and Restated Merger Agreement dated July 2, 2026. The Board of Directors of LivePerson has unanimously approved the transaction and recommends that stockholders vote in favor of the merger proposal. Under the terms of the agreement, holders of LivePerson Common Stock will receive shares of SoundHound Class A common stock, while holders of shares on the Tel-Aviv Stock Exchange will receive cash. The Aggregate Consideration Amount is approximately $42.8 million, representing an implied value of roughly $3.33 per share based on assumptions stated in the filing, which reflects a 22% premium to the 30-day volume-weighted average price prior to the original agreement date. A special meeting of stockholders has been scheduled for August 20, 2026, to vote on the merger proposal. The transaction is subject to customary closing conditions, including regulatory approvals in several jurisdictions and the effectiveness of a related registration statement.
LivePerson has filed an internal employee communication regarding the status of SoundHound AI’s proposed acquisition of the company. The update confirms that key regulatory filings have been submitted and review processes are underway, while planning for the LivePerson shareholder meeting and vote has been officially launched. Upcoming milestones include the distribution of official voting materials, the opening of the voting period, and the completion of remaining regulatory approvals to close the transaction.
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SoundHound: A Speculative Buy With Real Risks
Are AVB, EQR, AXTA, LPSN Obtaining Fair Deals for their Shareholders?
Halper Sadeh LLC issued a shareholder-solicitation notice naming AVB, EQR, AXTA, and LPSN; no new disclosure from the companies themselves. The release is a routine lead-plaintiff-deadline reminder soliciting investors with losses to contact the firm on a contingency basis. This is law-firm marketing, not an issuer disclosure or a court action; treat as low-signal noise.
Risky Integration or Rewarding Returns? The Stakes of SoundHound's LivePerson Acquisition.
SoundHound AI Stock Momentum Continues Amid LivePerson Deal: What Investors Need To Know
Are TRBG, HLX, LPSN Obtaining Fair Deals for their Shareholders?
Halper Sadeh LLC is investigating Helix Energy Solutions Group regarding its proposed merger with Hornbeck Offshore Services for potential breaches of fiduciary duty. The investigation aims to determine if the terms of the transaction are fair to shareholders and if superior offers were limited. Under the current proposal, Helix shareholders would own approximately 45% of the combined company on a fully diluted basis.
