8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

_____________________

FORM 8-K

_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  Date of Report (Date of earliest event reported): May 30, 2023

_____________________

LivePerson, Inc.

(Exact Name of Registrant as Specified in its Charter)

_____________________

Delaware	0-30141	13-3861628
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

530 7th Ave, Floor M1

New York, New York 10018

(Address of principal executive offices, with zip code)

(212) 609-4200

Registrant's telephone number, including area code

N/A

(Former name or former address, if changed since last report)

 _____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	LPSN	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.     Other Events.

On May 30, 2023, LivePerson, Inc. (“LivePerson”) and the selling stockholders of WildHealth, Inc. (“WildHealth”) agreed to amend the terms of the merger agreement pursuant to which LivePerson acquired WildHealth with respect to certain contingent potential earnout payments under the agreement.

LivePerson completed the acquisition of WildHealth in February 2022 for $30 million consideration paid up front at closing inclusive of amounts held in escrow, and the merger agreement provided for additional potential contingent earnout payments to shareholders of WildHealth of up to $120.0 million payable in stock upon the achievement of certain financial performance milestones over a three year performance period.

Pursuant to the amended terms, in full satisfaction of all potential earnout payments under the merger agreement, the parties agreed that LivePerson would pay (a) a lump sum cash payment of $12.0 million, less applicable withholding taxes to pre-acquisition WildHealth shareholders, and (b) in the event of a future direct or indirect sale of WildHealth on or before May 30, 2033, the former WildHealth equity holders will receive an additional cash payment equal to 30% of the then-current equity value of WildHealth less all applicable escrows and closing payments and costs, up to a maximum payment of $23.0 million. The $12 million lump sum payment was made on May 31, 2023 pursuant to the amendment and will be recorded in the second quarter of 2023 and the balance of the Company’s preexisting $40.2 million stock accrual with respect to the WildHealth earnout will be eliminated.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LIVEPERSON, INC.

(Registrant)

Date:	June 20, 2023	By:	/s/ Monica L. Greenberg
			Monica L. Greenberg
			Executive Vice President, Policy and General Counsel

XML

Cover	May 30, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 30, 2023
Entity Registrant Name	LivePerson, Inc.
Entity Central Index Key	0001102993
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	0-30141
Entity Tax Identification Number	13-3861628
Entity Address, Address Line One	530 7th Ave, Floor M1
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	212
Local Phone Number	609-4200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	LPSN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false