0001102993falseTRUE00011029932024-05-102024-05-100001102993us-gaap:CommonStockMember2024-05-102024-05-100001102993us-gaap:RightsMember2024-05-102024-05-10

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 10, 2024

LivePerson, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware0-3014113-3861628
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareLPSNThe Nasdaq Stock Market LLC
Rights to Purchase Series A Junior Participating Preferred StockNoneThe 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 10, 2024, LivePerson, Inc. (the “Company”) received written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) that the closing bid price for the Company’s common stock has fallen below $1.00 per share for 30 consecutive business days, as a result of which the Company no longer complies with the minimum bid price requirement for continued listing of the Company’s common stock on the Nasdaq Global Select Market. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive business days.

The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Select Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days following the date of the Notice, or until November 6, 2024, in which to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to November 6, 2024, unless the Nasdaq staff exercises its discretion to require the Company to meet the Minimum Bid Price Requirement for a longer period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

If the Company does not regain compliance within the allotted grace period, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. The Company would then be entitled to appeal Nasdaq’s delisting determination.

The Company intends to actively monitor the closing bid price of its common stock, and will consider its options to regain compliance with the Minimum Bid Price Requirement. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq listing standards.





































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:May 16, 2024By:/s/ JOHN COLLINS
  John Collins
  Chief Financial Officer and
Chief Operating Officer



v3.24.1.1.u2
Cover
May 10, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date May 10, 2024
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
Entity Emerging Growth Company false
Common Stock  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol LPSN
Security Exchange Name NASDAQ
Rights  
Document Information [Line Items]  
No Trading Symbol Flag true
Title of 12(b) Security Rights to Purchase Series A Junior Participating Preferred Stock
Security Exchange Name NASDAQ
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