LivePerson Files 8-K on Material Agreement, Bylaw Changes

TL;DR

**LivePerson just filed an 8-K about a material agreement and bylaw changes, signaling big corporate moves.**

AI Summary

On January 22, 2024, LivePerson, Inc. filed an 8-K to report that it entered into a material definitive agreement, made material modifications to the rights of security holders, and amended its articles of incorporation or bylaws. This matters to investors because these changes, while not detailed in this specific filing, often relate to significant corporate actions like financing rounds, changes in governance, or strategic partnerships, which can impact the company's financial health and future prospects.

Why It Matters

This filing indicates significant corporate actions by LivePerson, Inc. that could affect shareholder rights, company governance, or future financial stability, warranting further investigation by investors.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate changes without providing details, creating uncertainty about their potential impact on the company and its stock.

Analyst Insight

A smart investor would immediately look for subsequent filings (like 10-K, 10-Q, or other 8-Ks) or press releases from LivePerson, Inc. to get the specific details of the 'Material Definitive Agreement' and 'Material Modifications to Rights of Security Holders' reported on January 22, 2024, as these could significantly impact the company's valuation and future.

Key Players & Entities

• LivePerson, Inc. (company) — the registrant filing the 8-K
• January 22, 2024 (date) — date of earliest event reported
• 000-30141 (null) — Commission File Number for LivePerson, Inc.
• Delaware (null) — State of incorporation for LivePerson, Inc.
• LPSN (null) — Trading Symbol for LivePerson, Inc. Common Stock
• The Nasdaq Stock Market LLC (null) — Exchange where LivePerson, Inc. Common Stock is registered

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share LPSN The Nasdaq Stock Market
• $18 — eferred Stock"), at a purchase price of $18 per Unit, subject to adjustment as desc

Filing Documents

• lpsn-20240122.htm (8-K) — 56KB
• exhibit31liveperson-certif.htm (EX-3.1) — 37KB
• exhibit41-livepersonxnolri.htm (EX-4.1) — 442KB
• exhibit991pressrelease.htm (EX-99.1) — 11KB
• 0001102993-24-000019.txt ( ) — 769KB
• lpsn-20240122.xsd (EX-101.SCH) — 2KB
• lpsn-20240122_lab.xml (EX-101.LAB) — 25KB
• lpsn-20240122_pre.xml (EX-101.PRE) — 13KB
• lpsn-20240122_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. The information set forth in Item 3.03 of this Current Report is incorporated into this Item 1.01 by reference.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. On January 22, 2024, LivePerson, Inc. (the "Company") entered into a Tax Benefits Preservation Plan (the "Tax Benefits Preservation Plan") with Equiniti Trust Company, LLC ("Equiniti"), in its capacity as Rights Agent, and the Board of Directors (the "Board") of the Company authorized a dividend of one right (a "Right") for each outstanding share of common stock, par value $0.001 per share, of the Company (the "Common Stock"), to be paid to all record holders of Common Stock at the close of business on February 1, 2024 (the "Record Date"). Equiniti also serves as the transfer agent and registrar for the Company's Common Stock. The following is a summary description of the material terms and conditions of the Rights and the Tax Benefits Preservation Plan. This summary is intended to provide a general description only, does not purport to be complete, and is qualified in its entirety by reference to the complete text of the Tax Benefits Preservation Plan, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Tax Benefits Preservation Plan. The purpose of the Tax Benefits Preservation Plan is to reduce the risk of substantial impairment to the Company's net operating loss carryforward assets ("NOLs") that could result from inadvertent triggering of an "ownership change" within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations thereunder. The Tax Benefits Preservation Plan aims to preserve the Company's NOL assets by creating a disincentive for any Person to accumulate a Percentage Stock Ownership of 4.9% or more of the outstanding Company Securities, or further accumulate Company Securities if the Person's Percentage Stock Ownership already exceeds 4.9%, in each case wi

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the adoption of the Tax Benefits Preservation Plan described in Item 3.03 of this Current Report, the Board approved a Certificate of Designations of Series A Junior Participating Preferred Stock, which designates the rights, preferences and privileges of 200,000 shares of a series of the Company's preferred stock, par value $0.001 per share, designated as Series A Junior Participating Preferred Stock. The information set forth in Item 3.03 of this Current Report is incorporated into this Item 5.03 by reference. The Certificate of Designations was filed with the Delaware Secretary of State and became effective on January 22, 2024. A copy of the Certificate of Designations has been filed as Exhibit 3.1 to this Current Report and is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On January 22, 2024, the Company issued a press release announcing the adoption of the Tax Benefits Preservation Plan. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 3.1 Certificate of Designations of the Series A Junior Participating Preferred Stock of the Company, dated January 22, 2024. 4.1 Tax Benefits Preservation Plan, dated as of January 22, 2024, by and between the Company and Equiniti Trust Company, LLC as rights agent (which includes the Form of Rights Certificate as Exhibit B thereto). 99.1 Press Release issued by the Company on January 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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: January 22, 2024 By: /s/ John Collins John Collins Chief Financial Officer and Chief Operating Officer

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View this 8-K filing on SEC EDGAR