LivePerson Seeks Reverse Split, Share Increase to Bolster Capital Structure

TL;DR

**LPSN is trying to clean up its stock and convert preferred shares; vote FOR to stabilize, but watch for dilution post-split.**

AI Summary

LivePerson, Inc. (LPSN) is holding a Special Meeting on October 2, 2025, to address two critical proposals impacting its capital structure. The first proposal, the Reverse Stock Split Proposal, seeks stockholder approval to amend the Company's Fourth Amended and Restated Certificate of Incorporation to effect a reverse stock split of its common stock at a ratio between 1-for-5 and 1-for-20, at the Board's discretion, within one year of approval. This proposal also includes a proportional decrease in authorized common stock. The second proposal, the Authorized Common Stock Increase Proposal, aims to increase the number of authorized common shares by a factor of 1.5x, facilitating the conversion of 26,551 outstanding shares of Series B Fixed Rate Convertible Perpetual Preferred Stock into 23,217,594 shares of common stock. As of the September 15, 2025 record date, 150,594,095 shares of common stock and 26,551 shares of Series B Preferred Stock were outstanding. Notably, certain Noteholders and executive officers, collectively holding 54,462,056 shares of common stock and all 26,551 shares of Series B Preferred Stock (representing approximately 42.9% of total voting power), have already agreed to vote in favor of both proposals. The Board of Directors unanimously recommends a 'FOR' vote on both proposals.

Why It Matters

These proposals are crucial for LivePerson's financial health and market perception. A reverse stock split could increase the per-share price, potentially helping LPSN meet exchange listing requirements and attract institutional investors who often avoid lower-priced stocks. The authorized share increase is vital for converting Series B Preferred Stock, which could simplify the capital structure and reduce ongoing preferred dividend obligations. For investors, this could signal a move towards stability, but also dilution if the conversion happens without a significant increase in market capitalization. Competitively, a stronger stock price and simplified structure could improve LivePerson's standing against rivals in the customer engagement and AI-powered conversational solutions space.

Risk Assessment

Risk Level: medium — The risk level is medium because while the proposals aim to stabilize the stock and simplify the capital structure, a reverse stock split does not fundamentally change the company's valuation and can sometimes be followed by further price declines. The conversion of 26,551 Series B Preferred Stock shares into 23,217,594 common shares, even with a 1.5x increase in authorized shares, introduces a significant number of new common shares, potentially leading to dilution for existing common stockholders if not offset by a higher market capitalization.

Analyst Insight

Investors should vote 'FOR' both proposals as recommended by the Board, given the significant insider support from Noteholders and executive officers representing 42.9% of voting power. However, investors should closely monitor LPSN's stock performance post-split and conversion for signs of sustained price improvement or further dilution, and evaluate the company's underlying business fundamentals.

Key Numbers

• 1-for-5 — Minimum reverse stock split ratio (Board's discretion for Reverse Stock Split Proposal)
• 1-for-20 — Maximum reverse stock split ratio (Board's discretion for Reverse Stock Split Proposal)
• 1.5x — Factor to increase authorized common stock (Authorized Common Stock Increase Proposal)
• 23,217,594 — Shares of common stock from Series B conversion (Result of Authorized Common Stock Increase Proposal)
• 150,594,095 — Shares of common stock outstanding (As of September 15, 2025 record date)
• 26,551 — Shares of Series B Preferred Stock outstanding (As of September 15, 2025 record date, all held by Noteholders and executive officers)
• 54,462,056 — Shares of common stock held by Noteholders and executive officers (Representing 42.9% of total voting power)
• 42.9% — Total voting power held by Noteholders and executive officers (Committed to vote 'FOR' both proposals)
• October 2, 2025 — Date of Special Meeting (When stockholders will vote on proposals)
• September 15, 2025 — Record date for voting (Eligibility to vote at the Special Meeting)

Key Players & Entities

• LivePerson, Inc. (company) — Registrant and Company proposing stock actions
• James Miller (person) — Chair of the Board of LivePerson, Inc.
• MacKenzie Partners, Inc. (company) — Proxy solicitor for LivePerson, Inc.
• Equiniti Trust Company, LLC (company) — Transfer agent for LivePerson, Inc.
• Arnon, Tadmor-Levy (company) — Israeli counsel for LivePerson, Inc.
• Moshe Pasker (person) — Contact at Arnon, Tadmor-Levy
• Securities and Exchange Commission (regulator) — Governing body for SEC filings
• Tel Aviv Stock Exchange (company) — Exchange where LivePerson shares may be held
• Noteholders (person) — Holders of Series B Preferred Stock and common stock who agreed to vote in favor
• Board of Directors (person) — Recommends 'FOR' both proposals

FAQ

Industry Context

LivePerson operates in the customer engagement and conversational AI sector, a rapidly evolving market driven by the demand for personalized and efficient customer service. Key trends include the increasing adoption of AI-powered chatbots, the integration of messaging channels, and the need for scalable solutions to manage high volumes of customer interactions. The competitive landscape features established players and emerging technology companies vying for market share.

Regulatory Implications

The proposed reverse stock split and increase in authorized shares are subject to stockholder approval and Delaware corporate law. Failure to meet listing requirements on major stock exchanges due to low stock price could trigger delisting procedures, necessitating actions like reverse stock splits to regain compliance. The company must ensure all filings and corporate actions adhere to SEC regulations and exchange rules.

What Investors Should Do

1. Vote 'FOR' Proposal No. 1 (Reverse Stock Split Proposal)
2. Vote 'FOR' Proposal No. 2 (Authorized Common Stock Increase Proposal)
3. Submit proxy by Internet, telephone, or mail

Key Dates

• 2025-10-02: Special Meeting of Stockholders — Stockholders will vote on the Reverse Stock Split Proposal and the Authorized Common Stock Increase Proposal.
• 2025-09-15: Record Date for Special Meeting — Determines which stockholders are eligible to vote at the Special Meeting.
• 2025-09-17: Mailing of Proxy Materials — Commencement of the period for stockholders to review materials and submit their votes.

Glossary

Reverse Stock Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating existing shares into fewer, proportionally more valuable shares. (Proposal No. 1 seeks to implement a reverse stock split for LivePerson's common stock at a ratio between 1-for-5 and 1-for-20.)

Series B Fixed Rate Convertible Perpetual Preferred Stock

A class of preferred stock that pays a fixed dividend, can be converted into common stock, and has no maturity date. (Proposal No. 2 aims to increase authorized shares to facilitate the conversion of these outstanding Series B Preferred Stock shares into common stock.)

Certificate of Incorporation

The foundational legal document that establishes a corporation and outlines its basic structure, purpose, and powers. (Amendments to the Company's Certificate of Incorporation are required to enact the proposed reverse stock split and increase in authorized shares.)

Proxy Statement

A document filed with the SEC that provides shareholders with information about matters to be voted on at a shareholder meeting. (This document (DEF 14A) contains the details and recommendations regarding the proposals to be voted on at the Special Meeting.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting and does not contain comparative financial data from a previous annual filing. The primary focus is on upcoming proposals related to capital structure adjustments, specifically a reverse stock split and an increase in authorized shares, rather than a review of past financial performance.

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share (the "common stock"), subject

Filing Documents

• lpsn-20250917.htm (DEF 14A) — 335KB
• lpsn-20250917_g1.jpg (GRAPHIC) — 36KB
• lpsn-20250917_g2.jpg (GRAPHIC) — 9KB
• lpsn-20250917_g3.jpg (GRAPHIC) — 81KB
• lpsn-20250917_g4.jpg (GRAPHIC) — 102KB
• 0001102993-25-000159.txt ( ) — 1105KB
• lpsn-20250917.xsd (EX-101.SCH) — 1KB
• lpsn-20250917_htm.xml (XML) — 1KB

From the Filing

lpsn-20250917 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 LivePerson, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 September 17, 2025 Dear LivePerson Stockholders: On behalf of the Board of Directors (the "Board") of LivePerson, Inc. (the "Company"), I cordially invite you to attend a Special Meeting of Stockholders (including any adjournments or postponements thereof, the "Special Meeting"), which is scheduled to be held via live audio webcast on October 2, 2025 at 10:00 a.m. Eastern Time. More details on the Special Meeting and the business to be conducted thereat can be found in the enclosed Notice for Special Meeting and Proxy Statement. We have two important proposals for your consideration at the Special Meeting: Proposal No. 1 : to approve an amendment to the Company's Fourth Amended and Restated Certificate of Incorporation, as amended, (i) to effect a reverse stock split of the Company's common stock, par value $0.001 per share (the "common stock"), subject to our Board of Directors' discretion, at a ratio of not less than 1-for-5 and not greater than 1-for-20, with the exact ratio to be set within that range at the discretion of our Board of Directors, without further approval or authorization of our stockholders, prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company's stockholders at the Special Meeting and (ii) if and when the reverse stock split is effected, to decrease the number of authorized shares of our common stock in the same ratio as is selected for the reverse stock split (this Proposal No. 1, the "Reverse Stock Split Proposal"); and Proposal No. 2 : to approve an amendment to the Company's Fourth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock by a factor of 1.5x, which would result in the conversion of our outstanding Series B Fixed Rate Convertible Perpetual Preferred Stock, par value $0.001 per share ("Series B Preferred Stock"), into 23,217,594 shares of common stock, prior to giving effect to any reverse stock split approved pursuant to the Reverse Stock Split Proposal (this Proposal No. 2, the "Authorized Common Stock Increase Proposal"). The Noteholders (as defined under "Proposal No 2: Authorized Common Stock Increase Proposal—General") have each agreed to vote their shares of our common stock and our Series B Preferred Stock in favor of both the Reverse Stock Split Proposal and the Authorized Common Stock Increase Proposal. Further, certain of our executive officers, acting in their respective capacities as individual stockholders, have agreed to vote their shares in favor of both the Reverse Stock Split Proposal and the Authorized Common Stock Increase Proposal. The Noteholders and these executive officers, together, held 54,462,056 shares of our common stock and 26,551 shares of our Series B Preferred Stock (constituting all of the shares of our Series B Preferred Stock), or approximately 42.9% of the total voting power of our capital stock, as of the record date, have agreed to vote their shares in favor of both the Reverse Stock Split Proposal and the Authorized Common Stock Increase Proposal. When determining the Board's recommendations on the matters before the Special Meeting, the Board has carefully considered the best interests of all our stockholders. The Board of Directors recommends a vote on the enclosed proxy card " FOR " each of the Company's proposals listed as Proposals Nos. 1 and 2. YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend the Special Meeting, we encourage you to vote TODAY so that your voice is heard by voting (i) by Internet, by following the instructions specified on the enclosed proxy card, (ii) by telephone or (iii) by signing, dating and returning the enclosed proxy card in the prepaid postage envelope provided. Voting your shares prior to the Special Meeting will not affect your right to attend or vote at the Special Meeting, but will ensure that your vote is counted if you are unable to attend. Only your latest dated proxy card will count, and any proxy may be revoked at any time prior to its exercise at the Special Meeting. Thank y

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