Item 1.01 Entry into a Material Definitive Agreement
Subscription Agreement.
On April 9, 2022, Archimedes Tech SPAC Partners Co., a Delaware corporation
("Archimedes") entered into a subscription agreement ("Subscription Agreement")
with an accredited investor (the "New Subscriber") pursuant to which the New
Subscriber agreed to purchase, and Archimedes has agreed to sell, 200,000 shares
of Class A Common Stock, par value $0.0001 per share, of Archimedes ("Class A
Common Stock"), at a purchase price of $10.00 per share for gross proceeds of
$2,000,000. The subscription was made in connection with the previously reported
planned merger (the "Merger") pursuant to the Merger Agreement (the "Merger
Agreement"), dated as of November 15, 2021, by and among Archimedes, ATSPC
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of
Archimedes ("Merger Sub"), and SoundHound, Inc., a Delaware corporation
("SoundHound").
As previously reported, in connection with the execution of the Merger
Agreement, Archimedes entered into Subscription Agreements with certain
accredited investors (the "Subscribers") pursuant to which the Subscribers
agreed to purchase, and Archimedes agreed to sell, an aggregate of 11,100,000
shares of Class A Common Stock, for a purchase price of $10.00 per share and
aggregate gross proceeds of $111,000,000 in a PIPE transaction. With the new
Subscription Agreement, the PIPE investment increased to an aggregate of
11,300,000 shares of Class A Common Stock and aggregate gross proceeds of
$113,000,000. The obligations to consummate the transactions contemplated by the
Subscription Agreements are conditioned upon, among other things, customary
closing conditions and the consummation of the Merger and related transactions
contemplated by the Merger Agreement.
The foregoing description of the Subscription Agreement is not complete and is
subject to and qualified in its entirety by reference to the Subscription
Agreement, a copy of which is filed with this Current Report on Form 8-K as
Exhibit 10.1, and the terms of which are incorporated by reference herein.
Amendment to Lock-Up Agreement.
On April 14, 2022, Archimedes amended the lock-up agreement (the "Amendment")
previously entered into with the chief executive officer of SoundHound, Keyvan
Mohajer, to extend the lock-up period applicable to Mr. Mohajer from six months
to one year from the date of the closing of the Merger. As previously reported,
pursuant to lock-up agreements entered into between Archimedes and certain key
SoundHound stockholders, including Mr. Mohajer, such holders agreed not to (i)
sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of,
directly or indirectly, any shares of Class A Common Stock and Class B Common
Stock (collectively, "Common Stock") held by them (such shares, together with
any securities convertible into or exchangeable for or representing the rights
to receive shares of Common Stock if any, acquired during the lock-up period,
the "Lock-up Shares"), (ii) enter into a transaction that would have the same
effect, (iii) enter into any swap, hedge or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the Lock-Up Shares or otherwise, or engage in any short sales or other
arrangement with respect to the Lock-Up Shares or (iv) publicly announce any
intention to effect any transaction specified in clause (i) or (ii), during the
applicable lock-up period. No terms of the original lock-up agreement were
amended in connection with the Amendment other than the extension of the lock-up
period applicable to Mr. Mohajer.
The foregoing description of the Amendment is not complete and is subject to and
qualified in its entirety by reference to the Amendment, a copy of which is
filed with this Current Report on Form 8-K as Exhibit 10.2, and the terms of
which are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth above in Item 1.01 of this Report under the heading
"Subscription Agreement" is incorporated by reference herein. The shares of
Class A Common Stock to be issued in connection with the Subscription Agreement
will not be registered under the Securities Act, in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act and/or
Regulation D promulgated thereunder.
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Important Information for Investors and Stockholders
This document relates to a proposed transaction between Archimedes and
SoundHound. This document does not constitute an offer to sell or exchange, or
the solicitation of an offer to buy or exchange, any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Archimedes has filed a registration
statement on Form S-4 (Registration No. 333-262094) with the SEC, which includes
a document that serves as a prospectus and proxy statement of Archimedes,
referred to as a proxy statement/prospectus. A proxy statement/prospectus is
being sent to all Archimedes stockholders. Archimedes also will file other
documents regarding the proposed transaction with the SEC. Before making any
voting or investment decision, investors and security holders of Archimedes are
urged to read the registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC in connection
with the proposed transaction as they become available because they will contain
important information about the proposed transaction.
Investors and security holders can obtain free copies of the registration
statement, the proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC by Archimedes through the website maintained
by the SEC at www.sec.gov.
Forward Looking Statements
Certain statements included in this Current Report on Form 8-K are not
historical facts but are forward-looking statements. Forward-looking statements
generally are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"future," "outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters, but the
absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements include, but are not limited to, statements
regarding estimates and forecasts of other performance metrics and projections
of market opportunity. These statements are based on various assumptions,
whether or not identified in this Current Report on Form 8-K and on the current
expectations of Archimedes' and SoundHound's respective management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Archimedes and SoundHound.
Some important factors that could cause actual results to differ materially from
those in any forward-looking statements could include changes in domestic and
foreign business, market, financial, political and legal conditions.
These forward-looking statements are subject to a number of risks and
uncertainties, including, the inability of the parties to successfully or timely
consummate the Merger, including the risk that any required regulatory approvals
are not obtained, are delayed or are subject to unanticipated conditions that
could adversely affect the Company or the expected benefits of the Merger, if
not obtained; the failure to realize the anticipated benefits of the Merger;
matters discovered by the parties as they complete their respective due
diligence investigation of the other parties; the ability of Archimedes prior to
the Merger, and the Company following the Merger, to maintain the listing of the
Company's shares on Nasdaq; costs related to the Merger; the failure to satisfy
the conditions to the consummation of the Merger, including the approval of the
Merger Agreement by the shareholders of Archimedes, the satisfaction of the
minimum cash requirements of the Merger Agreement, which is an amount equal to
the PIPE commitments as of the date of the Merger Agreement, following any
redemptions by Archimedes' public shareholders; the risk that the Merger may not
be completed by the stated deadline and the potential failure to obtain an
extension of the stated deadline; the inability to complete a PIPE transaction;
the outcome of any legal proceedings that may be instituted against Archimedes
or SoundHound related to the Merger; the attraction and retention of qualified
directors, officers, employees and key personnel of Archimedes and SoundHound
prior to the Merger, and SoundHound following the Merger; the ability of
SoundHound to compete effectively in a highly competitive market; the ability to
protect and enhance SoundHound's corporate reputation and brand; the impact from
future regulatory, judicial, and legislative changes in SoundHound's industry;
the uncertain effects of the COVID-19 pandemic; competition from larger
technology companies that have greater resources, technology, relationships
and/or expertise; future financial performance of SoundHound following the
Merger including the ability of future revenues to meet projected annual
bookings; the ability of SoundHound to forecast and maintain an adequate rate of
revenue growth and appropriately plan its expenses; the ability of SoundHound to
generate sufficient revenue from each of its revenue streams; the ability of
SoundHound's patents and patent applications to protect SoundHound's core
technologies from competitors; SoundHound's ability to manage a complex set of
marketing relationships and realize projected revenues from subscriptions,
advertisements, product sales and/or services; SoundHound's ability to execute
its business plans and strategy; and those factors set forth in documents of
Archimedes filed, or to be filed, with SEC. The foregoing list of risks is not
exhaustive.
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If any of these risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that neither
Archimedes nor SoundHound presently know, or that Archimedes and SoundHound
currently believe are immaterial that could also cause actual results to differ
from those contained in the forward-looking statements. In addition,
forward-looking statements reflect Archimedes' and SoundHound's current
expectations, plans and forecasts of future events and views as of the date
hereof. Nothing in this Current Report on Form 8-K and the attachments hereto
should be regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You should not
place undue reliance on forward-looking statements in this Current Report on
Form 8-K and the attachments hereto, which speak only as of the date they are
made and are qualified in their entirety by reference to the cautionary
statements herein and the risk factors of Archimedes and SoundHound described
above. Archimedes and SoundHound anticipate that subsequent events and
developments will cause their assessments to change. However, while Archimedes
and SoundHound may elect to update these forward-looking statements at some
point in the future, they each specifically disclaim any obligation to do so,
except as required by law. These forward-looking statements should not be relied
upon as representing Archimedes' or SoundHound's assessments as of any date
subsequent to the date of this Current Report. Accordingly, undue reliance
should not be placed upon the forward-looking statements.
Participants in the Solicitation
Archimedes and SoundHound and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from Archimedes'
stockholders in connection with the proposed transaction. A list of the names of
the directors and executive officers of Archimedes and information regarding
their interests in the Merger are contained in the proxy statement/prospectus.
You may obtain free copies of these documents as described in the preceding
paragraph.
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval, nor
shall there be any sale of any securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such other jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
10.1 Form of Subscription Agreement.
10.2 Amendment to Lock-Up Agreement, dated as of April 14, 2022, by and
between Archimedes and Keyvan Mohajer.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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