CXApp SEC Filings

CXApp Inc. reported that it issued 3,266,615 shares of common stock to Avondale Capital, LLC at a price of $0.348985 per share in an unregistered, non-public offering. The shares were delivered on December 9, 2025 and December 10, 2025 under a Pre-Paid Purchase #1 dated March 26, 2025, which is tied to a Securities Purchase Agreement between the two parties.

The company states that the offer and sale were conducted in reliance on Section 4(a)(2) of the Securities Act for transactions not involving a public offering, meaning the shares were not registered with the SEC for public sale. CXApp also reiterates a broad set of business risks and uncertainties, including demand for its services, competitive pressures, regulatory changes, management continuity, and potential loss of major customers.

CXApp Inc. filed a prospectus supplement for the resale of up to 10,026,776 shares of common stock, together with 10,280,000 warrants and 24,080,000 shares issuable upon warrant exercise, by selling securityholders. Components include 6,977,776 previously issued shares, 10,280,000 private placement warrants, 13,800,000 public-warrant shares and 10,280,000 private-warrant shares, plus up to 40,000 shares and up to 3,009,000 shares related to a May 22, 2024 financing.

The supplement attaches CXApp’s quarterly report. For the quarter ended September 30, 2025, revenue was $1.114 million versus $1.897 million a year ago, with a net loss of $3.157 million versus $5.434 million. Cash and cash equivalents were $5.088 million. Management disclosed recurring losses and cash use that raise doubt about continuing as a going concern, while citing financing arrangements and cost actions to support operations. As of November 11, 2025, shares outstanding were 28,629,315.

CXApp’s securities trade on Nasdaq as CXAI (common) and CXAIW (warrants).

CXApp Inc. (CXAI) filed its Q3 2025 10‑Q, reporting lower revenue and a narrower quarterly loss. Revenue was $1.114 million versus $1.897 million a year ago as subscription activity dominated. Gross profit was $0.991 million. Operating loss totaled $3.825 million, and net loss was $3.157 million for the quarter. For the nine months, revenue was $3.561 million (prior year $5.481 million) with a net loss of $7.912 million.

Cash and cash equivalents were $5.088 million with a working capital deficiency of about $0.711 million. Operating cash use was $6.750 million year‑to‑date, offset by $6.990 million of financing inflows. The company highlighted substantial funding access: an Avondale agreement for up to $20.000 million (remaining $12.650 million as of September 30, 2025) and $3.520 million remaining under a Streeterville facility. It also filed an S‑3 shelf for up to $150.000 million and a prospectus supplement enabling up to $7.959 million of common stock issuance. Management noted recurring losses and cash use raise doubt about going concern, but estimates available cash and committed funding will sustain operations through Q4 2026. Class A shares outstanding were 25,850,177 as of September 30, 2025; 28,629,315 as of November 11, 2025.

CXApp Inc. filed Prospectus Supplement No. 13 updating its resale registration, including up to 10,026,776 shares of common stock, 10,280,000 warrants to purchase common stock, and 24,080,000 shares of common stock underlying warrants, to be offered by the selling securityholders. The supplement also references specific holder blocks, including up to 40,000 shares issued to Streeterville and up to 3,009,000 shares that Streeterville may take delivery of under a pre-paid purchase, as described in the attached current report.

Attached is a Current Report on Form 8‑K detailing Pre‑Paid Purchase #3 with Avondale Capital. Avondale paid $5,000,000 to the company; CXApp promises to pay $5,250,000 plus 5% annual interest, reflecting a $250,000 original issue discount. If Avondale elects to receive shares, the purchase price is the lower of $0.9142 or 91% of the lowest 10‑day VWAP, but not below a $0.1524 floor. The maximum shares issuable under Pre‑Paid Purchase #3, assuming the floor, are approximately 34,448,818. The company also issued 1,583,633 shares under Pre‑Paid Purchase #1 at $0.6481–$0.6739 per share. As of October 21, 2025, CXAI closed at $0.77 and CXAIW at $0.12.

CXApp Inc. (CXAI) entered into Pre-Paid Purchase #3 with Avondale Capital, LLC. Avondale paid $5,000,000 to the company, and CXApp promises to pay $5,250,000 plus interest at 5% per annum until paid in full. The instrument includes an original issue discount of $250,000 and is unsecured with customary terms.

At Avondale’s option, CXApp may issue common stock to satisfy all or part of the outstanding balance. If shares are issued, the purchase price per share will be the lower of $0.9142 or 91% of the lowest daily VWAP over the 10 trading days before the notice, but not below the Floor Price of $0.1524 (which may change to the extent permitted by stock exchange rules). The maximum number of shares issuable under Pre-Paid Purchase #3, assuming purchases at the Floor Price, is approximately 34,448,818 shares.

Separately, CXApp issued an aggregate of 1,583,633 shares to Avondale under Pre-Paid Purchase #1 between October 9 and October 20, 2025 at prices between $0.6481 and $0.6739 per share. The issuances rely on Section 4(a)(2) of the Securities Act.

Wolverine Asset Management LLC and affiliated entities reported joint beneficial ownership of Class A common stock of CXApp Inc. The filing shows Wolverine Asset Management has shared voting and dispositive power over 1,035,828 shares, representing 4.42% of Class A stock. Wolverine Holdings, Wolverine Trading Partners, and two individuals, Christopher L. Gust and Robert R. Bellick, are each shown with shared voting and dispositive power over 1,042,043 shares, or 4.44% of the Class A shares outstanding. The percentages use 23,435,234 Class A shares outstanding as of August 12, 2025. All reported positions indicate no sole voting or dispositive power and that the holdings were acquired in the ordinary course of business and not to change control.