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Get filing alertsSoundHound AI launches up to $300M stock offering, files LivePerson acquisition financials
Filed May 27, 2026 · Period ending May 27, 2026 · ~1 min read
Key Changes
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high
Company entered agreement to sell up to $300 million of Class A common stock through eight broker-dealers in an at-the-market offering, providing flexible capital raising that could dilute existing shareholders over time.
Item 8.01 verify on EDGAR → -
high
Filed financial statements for acquired LivePerson showing Q1 2026 and 2025 results, plus pro forma combined financials illustrating the merged entity's performance as if the acquisition occurred at period start.
Item 9.01 verify on EDGAR → -
medium
Board eliminated bylaw allowing retroactive approval of unauthorized or conflicted transactions to block stockholder lawsuits, strengthening investor protections against problematic deals.
Item 5.03 verify on EDGAR → -
low
Annual meeting re-elected all five directors (Mohajer, Hom, Marcus, Sroka, Ball) to one-year terms and ratified PricewaterhouseCoopers as 2026 auditor with 99% approval.
Item 5.07 verify on EDGAR →
Summary
SoundHound AI disclosed a major capital-raising initiative alongside financial details of its LivePerson acquisition. The company established an at-the-market equity program allowing it to sell up to $300 million in stock through eight investment banks, giving management flexibility to raise funds as needed but potentially diluting current shareholders depending on timing and volume.
The filing also included LivePerson's standalone Q1 financials and pro forma combined results, enabling investors to assess how the acquisition affects SoundHound's financial profile. In a positive governance move, the board removed a controversial bylaw provision that previously allowed retroactive ratification of questionable transactions to shield them from stockholder litigation.
This change eliminates a potential escape hatch for problematic deals and strengthens accountability. The annual meeting results were routine, with all directors re-elected. Investors should monitor how aggressively management uses the ATM offering and watch for updates on LivePerson integration progress in upcoming earnings calls.
Section-by-Section Diff
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
the Second Amended and Restated Bylaws of the Company (the “Second Amended and Restated Bylaws”). The Second Amended and Restated Bylaws amend and restate those certain Amended and Restated Bylaws of the Company adopted by the Board on April 26, 2022, to remove the provision allowing any unauthorized, defective or conflicted transaction questioned in any stockholders’ derivative suit, or any other suit to enforce alleged rights of the Company or any of its stockholders, to be approved, ratified and confirmed by the Board or the Company’s stockholders before or after judgment, and thereby to be cured, and such approval, ratification or confirmation to constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.
The Board removed a bylaw provision that previously allowed the company or its board to retroactively approve or ratify unauthorized, defective, or conflicted transactions even after they were challenged in stockholder derivative suits or other litigation. This removal means the company can no longer use post-hoc ratification as a defense to bar stockholder claims or judgments related to such questioned transactions. The change enhances stockholder protections by eliminating a mechanism that could have shielded problematic transactions from legal consequences.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
At the Annual Meeting, the Company’s stockholders (i) re-elected each of Dr. Keyvan Mohajer, James Hom, Larry Marcus, Diana Sroka and Dr. Eric Ball as directors to serve on the Board for a one-year term that will expire at the Company’s 2027 annual meeting of stockholders, or until their successors are elected and qualified
All five incumbent directors were re-elected to one-year terms expiring at the 2027 annual meeting. Dr. Keyvan Mohajer received the highest support with 367.9 million votes for, while Dr. Eric Ball received the lowest with 352.7 million votes for. All directors received majority support with broker non-votes of approximately 150.8 million shares on each.
Added in current filing · verify on EDGAR →
The ratification of the appointment by the Board of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved. The voting results were as follows: Votes For | Votes Against | Abstentions | 514,619,500 | 4,307,207 | 2,606,520
Stockholders ratified PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2026 with overwhelming support. The proposal received 514.6 million votes in favor versus only 4.3 million against, representing approximately 99% approval.
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
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on May 11, 2026, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Cantor Fitzgerald & Co., D.A. Davidson& Co., H.C. Wainwright & Co., LLC, Roth Capital Partners, LLC, Northland Securities, Inc., Ladenburg Thalmann & Co. Inc., Wedbush Securities Inc. and Joseph Gunnar & Co., LLC (collectively, the “Managers”), relating to the sale of up to $300,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share
SoundHound entered into an at-the-market equity offering agreement with eight broker-dealers to sell up to $300 million of Class A common stock over time. This is a capital-raising mechanism that allows the company to issue shares gradually into the market rather than in a single large offering, providing flexibility to raise funds as needed while potentially minimizing market impact.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The unaudited condensed consolidated financial statements of LivePerson, Inc. (“LivePerson”) as of and for the three months ended March 31, 2026 and 2025 are attached as Exhibit 99.1 to this Report and incorporated herein by reference.
SoundHound AI disclosed the financial statements of LivePerson, Inc. for Q1 2026 and Q1 2025, indicating completion or progress of an acquisition. This filing provides investors with the acquired company's historical financial performance to assess the transaction's impact.
Added in current filing · verify on EDGAR →
Equity Distribution Agreement, dated May 11, 2026.
SoundHound AI entered into an Equity Distribution Agreement on May 11, 2026. This type of agreement typically establishes an at-the-market offering program allowing the company to sell shares over time, which could be used to raise capital for the acquisition or general corporate purposes.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Second Amended and Restated Bylaws.
The company adopted Second Amended and Restated Bylaws, which may reflect governance changes related to the acquisition or other corporate matters. Investors should review the specific amendments to understand any changes to shareholder rights or corporate governance.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 29, 2026 · How we verify