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SoundHound AI, Inc. 8-K Filings

SOUN NASDAQ

Every 8-K that SoundHound AI, Inc. (SOUN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow SOUN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full SOUN filings page.

Rhea-AI Summary

SoundHound AI, Inc. (SOUN) completed its previously announced acquisition of LivePerson, Inc. through a two-step merger, making LivePerson an indirect wholly owned subsidiary. In connection with closing, SoundHound and LivePerson completed note restructuring transactions that exchanged LivePerson secured debt for SoundHound equity and cash.

Under the Notes Restructuring Agreement, the holder of First Lien Convertible Secured Notes received 25,142,335 shares of SoundHound Class A common stock and $2,499,450 in cash, while Second Lien noteholders received 11,752,504 shares and $3,348,550 in cash, in each case in full satisfaction of the respective obligations. SoundHound also entered into a registration rights agreement granting these secured holders resale shelf registration rights for their shares and relied on Section 4(a)(2) for the issuance.

Effective at closing, SoundHound appointed John Collins, formerly a senior executive at LivePerson, as Chief Financial Officer under an employment agreement providing a $465,000 base salary, a target bonus equal to 65% of salary, a $150,000 signing bonus, and sign-on equity split between time-based RSUs and performance stock units. A press release highlights a debt-free combined balance sheet, a customer base including 25 of the Fortune 100, a portfolio of over 750 patents, and an opportunity to target more than $500 million in future revenue from existing customers.

Rhea-AI Summary

SoundHound AI, Inc. (SOUN) reported that on September 4, 2026 it filed a prospectus supplement under its existing registration statement on Form S-3 to cover the resale of Class A Common Stock issued to former noteholders of LivePerson, Inc. in its recently completed acquisition of LivePerson.

The prospectus supplement satisfies contractual rights under a registration rights agreement entered into in connection with that acquisition. A legal opinion from Latham & Watkins LLP regarding the validity of these common shares is provided and incorporated by reference into the Form S-3 registration statement.

Rhea-AI Summary

SoundHound AI, Inc. (SOUN) reports that LivePerson, Inc. stockholders have approved the proposed merger in which LivePerson will become an indirect wholly owned subsidiary of SoundHound through a two-step merger structure. This approval satisfies the remaining conditions to closing other than those that are customarily satisfied at the closing itself, and the parties expect to proceed with consummating the mergers and related debt restructuring transactions.

SoundHound and LivePerson have set the merger consideration so that each LivePerson share will receive 0.4673 shares of SoundHound Class A common stock plus $3.31 in cash per share, in accordance with the merger agreement. At closing, the parties also expect to complete the Notes Restructuring Transactions under the Notes Restructuring Agreement, under which holders of LivePerson’s First Lien Convertible Secured Notes due 2029 and Second Lien Senior Subordinated Secured Notes due 2029 will release and deem those notes satisfied in exchange for the agreed consideration.

Rhea-AI Summary

SoundHound AI, Inc. reported record second‑quarter 2026 revenue of $61.9 million, up 45.0% year‑over‑year, driven largely by enterprise AI deals on its OASYS platform. GAAP gross margin increased to 45.1% and non‑GAAP gross margin was 58.4%. The company posted a GAAP net loss of $42.8 million, non‑GAAP net loss of $9.0 million and adjusted EBITDA loss of $9.6 million. Cash and cash equivalents were $203 million as of June 30, 2026, with no debt.

SoundHound highlighted wins and renewals across healthcare, financial services, telecom, automotive, consumer electronics, and restaurant chains, plus a new 8‑figure Latin American channel partnership and a global IT services alliance. Based on its performance, the company raised full‑year 2026 revenue outlook to $230–$260 million and plans to update guidance after the expected closing of its pending LivePerson acquisition.

Rhea-AI Summary

SoundHound AI, Inc. reported progress on its proposed acquisition of LivePerson, Inc. Under an Amended and Restated Merger Agreement, two merger subsidiaries will sequentially merge with LivePerson, leaving LivePerson as an indirect wholly owned subsidiary of SoundHound AI. On July 20, 2026, Bulgarian authorities granted final foreign investment clearance for the transaction.

Together with earlier approvals from Italian and Canadian regulators on June 25, 2026, German regulators on June 29, 2026, and United Kingdom regulators on July 1, 2026, this satisfies all regulatory approval conditions to closing. The Mergers remain subject to other closing conditions, including LivePerson stockholder approval.

Rhea-AI Summary

SoundHound AI, Inc. is progressing with the planned acquisition of LivePerson, Inc. and provides revised unaudited pro forma condensed combined financial information that also reflects the earlier Interactions Corporation acquisition. The LivePerson transaction is structured as a two-step merger through two SoundHound subsidiaries, with LivePerson becoming an indirect wholly owned subsidiary.

Estimated preliminary consideration for the LivePerson Merger is $271,835 (in thousands), based primarily on issuing SoundHound common stock valued at $6.21 per share, including 37,316,495 shares for secured noteholders and additional shares and cash for other LivePerson stakeholders. On a pro forma basis as of March 31, 2026, combined assets total $1,015,644 (in thousands), liabilities are $297,431 (in thousands), and stockholders’ equity is $718,213 (in thousands), with goodwill of $274,279 (in thousands) and intangible assets of $290,036 (in thousands).

For the year ended December 31, 2025, pro forma combined revenues are $455,443 (in thousands) with a net loss of $43,723 (in thousands), or basic and diluted net loss per share of $0.10 and $0.32, respectively. For the three months ended March 31, 2026, pro forma revenues are $101,151 (in thousands) and net loss is $24,645 (in thousands), with basic and diluted net loss per share of $0.05 and $0.10.

Rhea-AI Summary

SoundHound AI, Inc. entered into an Amended and Restated Merger Agreement to acquire LivePerson, Inc. through a two-step merger structure. LivePerson stockholders will receive SoundHound Class A common stock based on a share-exchange formula that uses an Aggregate Consideration Amount starting from $42,784,532.64, adjusted for LivePerson cash, note repurchases and in-the-money option exercise values, and divided by a Company Closing Stock Price bounded between $7 and $12 per share.

Most LivePerson equity awards are either cashed out at closing value, assumed into new SoundHound-based awards, or cancelled, depending on whether they are in the money and on holder status. TASE-listed LivePerson shares will instead receive cash based on a separate formula tied to the stock-based merger consideration, with total cash for these TASE shares capped at $7,500,000.

The deal remains subject to LivePerson stockholder approval, specified regulatory and stock-exchange approvals, effectiveness of a Form S-4 registration statement, completion of related notes restructuring transactions, and customary accuracy and covenant conditions. If the merger fails under certain circumstances—including an adverse recommendation change or superior proposal—LivePerson must pay SoundHound a $5,000,000 termination fee plus transaction expenses, with such expense reimbursement capped at $3,750,000 in specific notes-related failures. Both boards have approved the amended agreement, and LivePerson’s board continues to recommend stockholder approval, subject to the agreement’s terms.

Rhea-AI Summary

SoundHound AI, Inc. reported several governance and financing updates. The board adopted Second Amended and Restated Bylaws that remove a provision allowing the board or stockholders to retroactively ratify and cure unauthorized or conflicted transactions that are challenged in derivative or similar suits.

The company held its 2026 annual meeting, where all five director nominees were re-elected and stockholders ratified PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026. A total of 426,210,055 shares of voting stock representing 719,028,727 votes were present or represented.

SoundHound also disclosed an equity distribution agreement with a syndicate of managers for sales from time to time of up to $300,000,000 shares of its Class A common stock under an effective shelf registration. The filing includes, by exhibit, LivePerson, Inc.’s unaudited condensed consolidated financial statements and pro forma combined financial information for the quarter ended March 31, 2026.

Rhea-AI Summary

SoundHound AI, Inc. reported strong first-quarter 2026 growth with revenue of $44.2 million, up 52% year-over-year, driven by broad demand across automotive, IoT, and enterprise AI customers. GAAP gross margin was 31.1%, while non-GAAP gross margin reached 49.7%.

The company posted a GAAP net loss of $25.0 million and an adjusted EBITDA loss of $26.7 million, reflecting continued heavy investment and non-cash items. Cash and cash equivalents were $216 million as of March 31, 2026, and the company reported no debt.

SoundHound launched its OASYS self-learning agentic AI platform and signed an agreement to acquire LivePerson, targeting a combined 2027 revenue range of $350–$400 million, including at least $100 million from LivePerson customers. The company reaffirmed its 2026 revenue outlook of $225–$260 million.

Rhea-AI Summary

SoundHound AI agreed to acquire LivePerson in an all‑stock merger, with LivePerson becoming an indirect wholly owned subsidiary, subject to stockholder, regulatory and other customary approvals and the effectiveness of a Form S‑4 registration statement.

The aggregate stock consideration to LivePerson common holders is based on an Aggregate Consideration Amount of $42,784,532.64, divided by a capped and floored Company Closing Stock Price between $7 and $12 per share. Separately, a linked Notes Restructuring Agreement will exchange LivePerson’s secured notes into SoundHound AI shares using First and Second Lien Holder Aggregate Consideration Amounts of $178,007,733.68 and $83,207,733.68, plus defined cash components and potential participation in LivePerson Excess Cash. LivePerson must pay a $5,000,000 termination fee plus specified expenses if certain deal‑failure scenarios occur.

Rhea-AI Summary

SoundHound AI, Inc. announced a planned chief financial officer transition. CFO Nitesh Sharan will resign effective April 3, 2026 to take a leadership role at a quantum computing company, and will remain as an advisor to support the handover.

Co‑founder and current Chief Product Officer James Hom, who previously served as the company’s first CFO from 2005, will become interim CFO and continue as a director. The company has begun a search for a new permanent CFO with an executive search firm.

Rhea-AI Summary

SoundHound AI reported strong growth for 2025, with full-year revenue of $168.9 million, up 99%, and fourth quarter revenue of $55.1 million, up 59% year-over-year. Fourth quarter GAAP net income was $40.1 million, driven largely by an $84.6 million non-cash gain from revaluing contingent acquisition liabilities.

For the full year, GAAP net loss narrowed to $14.0 million from a much larger loss in 2024, while non-GAAP net loss was $53.9 million and adjusted EBITDA loss was $58.4 million, showing improved but still negative profitability. Cash and cash equivalents were $248.5 million at December 31, 2025, with no debt, supported by $208.1 million of net cash provided by financing activities. The company expects 2026 revenue between $225 million and $260 million, indicating another year of substantial growth.

Rhea-AI Summary

SoundHound AI, Inc. filed an amended Form 8-K to update its earlier disclosure about acquiring Interactions Corporation. The amendment adds Interactions’ audited financial statements for the year ended December 31, 2024 and unaudited financial statements for the six months ended June 30, 2025, all prepared under U.S. generally accepted accounting principles. It also provides unaudited pro forma condensed combined financial information for the year ended December 31, 2024 and the nine months ended September 30, 2025, reflecting the impact of SoundHound AI’s acquisitions of Amelia and Interactions. Aside from including these financial statements and pro forma data, the amendment leaves the original report unchanged.

Rhea-AI Summary

SoundHound AI, Inc. filed a Form 8-K announcing that it furnished a press release with financial results and operational highlights for the third quarter ended September 30, 2025. The company also furnished condensed consolidated financial statements for the period as exhibits.

The filing lists its Class A common stock trading as SOUN and warrants trading as SOUNW, with each warrant exercisable for one share at an exercise price of $11.50 per share, subject to adjustment.

Rhea-AI Summary

SoundHound AI, Inc. completed the acquisition of Interactions Corporation through its subsidiary on September 3, 2025. The deal includes approximately $60 million in upfront cash at closing plus up to $25 million in additional cash earnout tied to revenue targets for 2026 and 2027. SoundHound AI has guaranteed payment of both the upfront amount and any earnout.

At closing, $150,000 of the upfront cash is being held for 12 months to secure indemnification obligations, and $1,000,000 is held back for post-closing purchase price adjustments. The combined company reports holding over $270 million of cash on hand with no outstanding debt, and plans to establish a retention pool for certain continuing Interactions employees.