SOUNDHOUND AI INC
For the period ended Dec 31, 2024. Filed Mar 11, 2025.
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FY2024 · Filed Mar 11, 2025
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as a part of this Annual Report on Form 10-K:
Financial Statements: See Index to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.
Financial Statement Schedules: All schedules have been omitted as the requested information is not applicable or the information is presented in the consolidated financial statements or related notes included in this Form 10-K.
Exhibits: See Item 15(b) of this Form 10-K below.
(b) Exhibits.
| Exhibit Number · Description · Incorporated by Reference | ||||
|---|---|---|---|---|
| Form · Exhibit · Filing Date | ||||
| 2.1+ | Agreement and Plan of Merger, dated December 6, 2023, by and among SoundHound AI, Inc., Black Knights Merger Sub I, Inc., a Delaware corporation, Black Knight Merger Sub II, LLC, a Delaware limited liability company and Synq3, Inc. | 8-K | 2.1 | 12/07/23 |
| 2.2 | Firehorse Merger Sub, LLC Stock Purchase Agreement | 8-K | 2.1 | 08/06/24 |
| 2.3 | Amelia Holding II, LLC Credit Agreement | 8-K | 10.1 | 08/06/24 |
| 3.1 | Second Amended and Restated Certificate of Incorporation of SoundHound AI, Inc. | 8-K | 3.1 | 05/02/22 |
| 3.2 | Amended and Restated Bylaws of SoundHound AI, Inc. | 8-K | 3.2 | 05/02/22 |
| 3.3 | SoundHound AI, Inc. Certificate of Designations of Preferences, Rights and Limitations of Series A Convertible Preferred Stock. | 8-K | 3.1 | 01/24/23 |
| 4.1 | Amended and Restated Warrant Agreement. | 8-K | 4.1 | 05/02/22 |
| 4.2 | Form of Specimen Class A Common Stock Certificate. | S-1 | 4.2 | 05/16/22 |
| 4.3 | Form of Specimen Warrant Certificate. | S-1 | 4.3 | 05/16/22 |
| 4.4 | Amended and Restated Warrant Agreement. | 8-K | 4.1 | 05/02/22 |
| 4.5 | Form of Class A Common Stock Purchase Warrant | 10-Q | 4.1 | 05/12/23 |
| 4.6 | Description of Securities | 10-K | 4.5 | 03/28/23 |
| 10.1# | SoundHound AI, Inc. 2022 Incentive Award Plan. | Proxy Statement | Annex D | 04/08/22 |
| 10.2# | SoundHound AI, Inc. 2022 Employee Stock Purchase Plan. | Proxy Statement | Annex E | 04/08/22 |
| 10.3# | Form of Restricted Stock Unit Agreement. | 8-K | 10.8 | 05/02/22 |
| 10.4# | Form of Stock Option Award Agreement. | 8-K | 10.9 | 05/02/22 |
| 10.5 | Form of Indemnity Agreement. | 8-K | 10.10 | 05/02/22 |
| 10.6# | Employment Agreement with Keyvan Mohajer, Chief Executive Officer, dated June 2, 2022. | 8-K | 10.1 | 06/08/22 |
| 10.7# | Employment Agreement with Nitesh Sharan, Chief Financial Officer, dated June 2, 2022. | 8-K | 10.2 | 06/08/22 |
| 10.8# | Employment Agreement with Timothy Stonehocker, Chief Technology Officer, dated June 2, 2022. | 8-K | 10.3 | 06/08/22 |
| 10.9# | Non-Employee Director Compensation Policy. | 8-K | 10.4 | 06/08/22 |
| 10.10 | Form of Controlled Equity Offering Sales Agreement | S-3 | 10.1 | 07/24/23 |
| 10.11# | SoundHound AI, Inc. 2024 Employment Inducement Incentive Award Plan | S-8 | 4.1 | 11/04/24 |
| 10.12# | Form of Restricted Stock Unit Agreement. | S-8 | 4.2 | 11/04/24 |
| 10.13# | Form of Stock Option Award Agreement. | S-8 | 4.3 | 11/04/24 |
| 10.14 | Form of Equity Distribution Agreement, dated April 9, 2024 | 8-K | 1.1 | 04/09/24 |
| 10.15 | Form of Equity Distribution Agreement, dated November 8, 2024 | 8-K | 1.1 | 11/08/24 |
| 10.16 | Form of Equity Distribution Agreement, dated January 27, 2025 | S-3 | 10.1 | 01/27/25 |
| 19.1 | Insider Trading Policy | 10-K | 19.1 | 03/01/24 |
| 21.1* | Subsidiaries of the Company | |||
| 23.1* | Consent of PricewaterhouseCoopers | |||
| 23.2* | Consent of Armanino LLP | |||
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||
| 99.1* | Executive Compensation Clawback Policy | |||
| 101.INS | Inline XBRL Instance Document. | |||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||
- Filed herewith.
** Furnished herewith.
- The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon the request of the SEC in accordance with Item 601(b)(2) of Regulation S-K.
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