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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): April 10, 2026 (April 8, 2026)
CXApp Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-39642 |
|
85-2104918 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification No.) |
|
Four Palo Alto Square, Suite 200
3000 El Camino Real
California, CA |
|
94306 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(650)
785-7171
(Registrant’s telephone number, including
area code)
Not Applicable
(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 class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
CXAI |
|
The Nasdaq Stock Market LLC |
| Warrants to purchase common stock |
|
CXAIW |
|
The 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
3.02 Unregistered Sales of Equity Securities.
CXApp
Inc. (the “Company”) issued an aggregate of 4,116,659 shares of common stock to Avondale Capital, LLC (“Avondale”)
under a Pre-Paid Purchase #1, dated as of March 26, 2025, and a Pre-Paid Purchase #2, dated as of August 7, 2025, both of which were
entered into pursuant to the Securities Purchase Agreement, dated as of March 26, 2025, by and between the Company and Avondale. The
shares of common stock were issued on March 30, 2026, April 1, 2026, April 8, 2026 and April 10, 2026, at a price of $0.180453, $0.18045,
$0.154427 and $0.154427 per share, respectively. The offer and sale of these shares of common stock was made in reliance on Section 4(a)(2)
of the Securities Act of 1933, as amended, for transactions not involving a public offering.
Cautionary
Statement Regarding Forward-Looking Statements
This
report includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the Company may differ from its actual results
and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” or the negative or other variations thereof and similar expressions are intended to
identify such forward looking statements. These forward-looking statements include, without limitation, expectations with respect to
future performance of the Company, including projected financial information (which is not audited or reviewed by the Company’s
auditors), and the future plans, operations and opportunities for the Company and other statements that are not historical facts. These
statements are based on the current expectations of the Company’s management and are not predictions of actual performance. These
forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from
the expected results. Factors that may cause such differences include, but are not limited to: the demand for the Company’s services
together with the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors or changes
in the business environment in which the Company operates; changes in consumer preferences or the market for the Company’s services;
changes in applicable laws or regulations; the availability or competition for opportunities for expansion of the Company’s business;
difficulties of managing growth profitably; the loss of one or more members of the Company’s management team; loss of a major customer
and other risks and uncertainties included from time to time in the Company’s reports (including all amendments to those reports)
filed with the Securities and Exchange Commission. The Company cautions that the foregoing list of factors is not exclusive. You should
not place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or
accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by
law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent
to the date of this communication.
SIGNATURES
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.
| |
CXApp Inc. |
| |
|
| Date: April 10, 2026 |
By: |
/s/ Khurram P. Sheikh |
| |
Name: |
Khurram P. Sheikh |
| |
Title: |
Chairman and Chief Executive Officer |
