Form 8-K LIVEPERSON INC For: Feb 07
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E-mailUNITED 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): February 7, 2022
_____________________
(Exact Name of Registrant as Specified in its Charter)
_____________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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)) | |||||
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. ☐
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Item 3.02. Unregistered Sale of Equity Securities.
On February 7, 2022, LivePerson, Inc. (the “Company”) issued an aggregate 545,629 shares of the Company’s common stock, par value $0.001 (“Common Stock”) in connection with an acquisition of a business and issued an additional 231,194 shares of Common Stock into escrow accounts to account for potential post-closing purchase price and other adjustments and indemnification claims in connection with the business acquisition. The Company also agreed to pay “earn-out” payments, consisting of a mix of cash and Common Stock, which earn-out payments are contingent upon the achievement of specified quarterly revenue milestones by the acquired business.
The Company issued Common Stock at the closing of the acquisition and will issue escrowed consideration and earn-out payments in the form of Common Stock to persons who are “accredited investors” as defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The issuance of Common Stock at closing was, and with respect to the escrowed consideration and earn-out payments, will be, made in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.
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: | February 11, 2022 | By: | /s/ Monica L. Greenberg | ||||||||
| Monica L. Greenberg | |||||||||||
| Executive Vice President of Policy and General Counsel | |||||||||||
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