UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Items.
Reference is made to the Current Report on Form 8-K filed by SoundHound AI, Inc. (the “Company”) on January 24, 2023 relating to the sale by the Company of an aggregate of 835,011 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), which such shares of Series A Preferred Stock have the preferences, rights and limitations as set forth in the Certificate of Designations of Preferences, Rights and Limitations of the Series A Preferred Stock filed with the Secretary of State of the State of Delaware (the “Certificate of Designations”).
On June 24, 2024, the Company provided notice to the remaining holders of Series A Preferred Stock (holding 58,574 shares of Series A Preferred Stock) that the conditions for a mandatory automatic conversion in accordance with the terms described in the Certificate of Designations had been met since the daily volume-weighted average closing price per share of the Company’s Class A common stock has been at least $2.50 for 90 trading days during the 120 consecutive trading day period beginning on February 14, 2024. The aggregate number of shares of Class A common stock expected to be issued to the holders of Series A Preferred Stock is 2,134,631 shares. Following the automatic mandatory conversion of the Series A Preferred Stock, there will be no shares of Series A Preferred Stock outstanding.
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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.
Dated: June 27, 2024
| SoundHound AI, Inc. | ||
| /s/ Keyvan Mohajer | ||
| Name: | Keyvan Mohajer | |
| Title: | Chief Executive Officer | |
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