LivePerson Inc.
10/08/2025 | Press release | Distributed by Public on 10/08/2025 15:27
Corporate Action, Amendments to Bylaws (Form 8-K)
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Reverse Stock Split
As previously reported, at a Special Meeting of Stockholders of LivePerson, Inc. ("LivePerson," the "Company," "we" or "us") on October 2, 2025 (the "Special Meeting"), the Company's stockholders approved a proposal 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, subject to the 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 the Board of Directors, without further approval or authorization of the 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 the Company's common stock in the same ratio as is selected for the reverse stock split.
Following the Special Meeting, the Board approved a reverse stock split (the "Reverse Stock Split") at a ratio of 1-for-15 (the "Reverse Stock Split Ratio") and a corresponding reduction in the number of authorized shares of common stock (the "Authorized Share Reduction").
On October 13, 2025, the Company plans to file a Certificate of Amendment No. 3 to the Company's certificate of incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware, as a result of which the Reverse Stock Split and the Authorized Share Reduction are expected to be effected prior to market open on October 13, 2025 (the "Effective Time").
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the form of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Split Adjustment; Treatment of Fractional Shares
At the Effective Time, every 15 shares of issued and outstanding common stock will be automatically reclassified and combined into one share of common stock. In addition, the number of authorized shares of common stock will be proportionately reduced, resulting in a decrease from 300,000,000 to 20,000,000 authorized shares of common stock. Proportionate adjustments will be made to (i) the number of shares of common stock available for issuance under the Company's equity plans, (ii) the number of shares underlying, the exercise prices of, and performance hurdles of, outstanding equity awards, as applicable, that have been previously granted under such equity plans or other arrangements, (iii) the number of shares or notional shares underlying, and the exercise prices of, the Company's outstanding warrants, (iv) the number of shares or notional shares underlying, and the conversion prices of, the Company's outstanding convertible notes and (v) the number of rights outstanding pursuant to the Company's Tax Benefits Preservation Plan, in each case in accordance with their respective terms. The Reverse Stock Split will not affect the par value of the common stock. Neither the Reverse Stock Split nor the Authorized Share Reduction will have any effect on the number of shares of preferred stock that the Company is authorized to issue under its certificate of incorporation.
No fractional shares of common stock will be issued as a result of the Reverse Stock Split. Instead, any stockholders who would have been entitled to receive fractional shares as a result of the Reverse Stock Split will receive cash payments in lieu of their fractional shares.
Trading Symbol; New CUSIP
The common stock is expected to begin trading on a post-Reverse Stock Split basis on the Nasdaq Global Select Market at the market open on October 13, 2025 under the Company's existing trading symbol "LPSN". The new CUSIP number for the common stock following the Reverse Stock Split will be 538146 309.
LivePerson Inc. published this content on October 08, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on October 08, 2025 at 21:27 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]