SUBSEQUENT EVENTS |
3 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | SUBSEQUENT EVENTS During April 2026, the Company sold 6,232,900 shares of our common stock under the Second Equity Distribution Agreement at an average price of $7.78 per share for $48.5 million of gross proceeds. The commissions and offering costs borne by the Company were approximately $1.0 million. Following this issuance, the Company has no remaining capacity to sell the Company's common stock under the Second Equity Distribution Agreement. Nitesh Sharan resigned as the Chief Financial Officer of the Company, effective April 3, 2026. Mr. James Hom, Chief Product Officer at SoundHound, will serve as the Company’s Interim Chief Financial Officer until his successor is chosen and qualified. On April 21, 2026, the Company announced and entered into a Merger Agreement (the "Merger Agreement") to acquire LivePerson, Inc. ("LivePerson") for approximately $42.8 million of Company Common Stock consideration payable to holders of Liveperson Common Stock. Concurrent with the execution and delivery of the Merger Agreement, the Company entered into a Notes Restructuring Agreement with LivePerson and each of the holders of LivePerson’s First Lien Convertible Secured Notes due 2029 and LivePerson’s Second Lien Senior Subordinated Secured Notes due 2029 (together the “Secured Notes”), pursuant to which the holders of the First Lien Convertible Secured Notes and Second Lien Senior Subordinated Secured Notes have agreed to release and deem satisfied the Secured Notes for approximately $178.0 million and $83.2 million, respectively, of consideration payable in a potential mix of cash and Common stock at the Company’s discretion. The combination will unify SoundHound’s voice and agentic AI platform with LivePerson’s digital engagement capabilities, and delivers additional revenue and scale to the Company. The transaction is expected to close in the second half of 2026, subject to customary closing conditions, including regulatory approvals. On May 11, 2026, the Company entered into an Equity Distribution Agreement (the "Third Equity Distribution Agreement") with Cantor Fitzgerald & Co., H.C. Wainwright & Co., LLC, Joseph Gunnar & Co. LLC, ROTH Capital Partners, LLC, D. A. Davidson & Co., Ladenburg Thalmann & Co. Inc., Wedbush Securities Inc. and Northland Securities, Inc. with respect to an at-the-market equity program under which the Company may offer and sell up to $300.0 million of shares of its Class A Common Stock from time to time through the Sales Managers. Sales of our Class A Common Stock, if any, under the Third Equity Distribution Agreement will be made at market prices by any method that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act. The Sales Managers will be entitled to commission at a fixed rate of 2.0% of the gross sales price per share for their services in acting as agent in the sale of the Company's Class A Common Stock.
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