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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):
May 28,
2026 (May 21, 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 26,729,531 shares of common stock to Avondale Capital, LLC (“Avondale”)
under a Pre-Paid Purchase #3, dated as of October 17, 2025, which was 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 between May 15, 2026 and
May 27, 2026, at a price between $0.126216 and $0.135317 per share. 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: May 28, 2026 |
By: |
/s/ Khurram P. Sheikh |
| |
Name: |
Khurram P. Sheikh |
| |
Title: |
Chairman and Chief Executive Officer |
