CXApp (NASDAQ: CXAI) investors back reverse stock split and large private share issuances

Rhea-AI Filing Summary

CXApp Inc. reported the results of its annual stockholder meeting. A quorum of 30,592,312 shares, or 44.32% of common stock entitled to vote as of April 17, 2026, was present or represented by proxy.

Stockholders elected Khurram P. Sheikh and Vishal Mathai as Class III directors, each to serve until the annual meeting following the fiscal year ending December 31, 2028. They also approved the issuance of shares of common stock, or securities convertible into or exercisable for common stock, in one or more private placements in excess of 20% of outstanding common stock.

Stockholders authorized the Board to implement, at its discretion, a reverse stock split with a ratio between 1-for-5 and 1-for-100 to help maintain CXApp’s Nasdaq listing and to amend the certificate of incorporation accordingly. They further approved, on a non-binding basis, executive compensation and set annual advisory votes on pay, and ratified WithumSmith+Brown, PC as independent registered public accounting firm for the year ending December 31, 2026.

Insights

Capital structure and governance analyst

CXApp gained flexibility for large equity financing and a potential reverse split.

CXApp stockholders approved two key capital-structure tools: authority to issue more than 20% of outstanding shares in private placements and Board discretion to execute a reverse stock split between 1-for-5 and 1-for-100 to support continued Nasdaq listing.

These approvals do not themselves raise capital or change the share count, but they permit significant equity issuance and share consolidation later if the Board chooses. Actual impact will depend on whether the company conducts private placements, the chosen split ratio, and subsequent market conditions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Meeting quorum: 30,592,312 shares Sheikh director vote support: 10,780,651 For (90.29%) Mathai director vote support: 10,717,780 For (89.77%) +5 more

8 metrics

Meeting quorum 30,592,312 shares 44.32% of common stock entitled to vote as of April 17, 2026

Sheikh director vote support 10,780,651 For (90.29%) Election of Khurram P. Sheikh as Class III director

Mathai director vote support 10,717,780 For (89.77%) Election of Vishal Mathai as Class III director

Private placement approval votes 9,263,367 For (77.58%) Approval to issue >20% of outstanding shares in private placements

Reverse split authorization votes 19,757,330 For (64.58%) Board authority for 1-for-5 to 1-for-100 reverse stock split

Say-on-pay support 10,016,834 For (83.90%) Advisory vote approving executive compensation

Say-on-frequency one-year votes 10,862,446 (90.98%) Preference for annual advisory votes on executive compensation

Auditor ratification votes 27,534,231 For (90.00%) Ratification of WithumSmith+Brown, PC for year ending December 31, 2026

Key Terms

reverse stock split, private placements, non-binding advisory basis, broker non-Votes, +2 more

6 terms

reverse stock split financial

"a reverse stock split of the Company’s common stock with a ratio between 1-for-5 and 1-for-100"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

private placements financial

"issuance of shares of CXApp common stock ... in one or more private placements in excess of 20% of the Company’s outstanding common stock"

Private placements are sales of a company’s securities—such as shares or bonds—directly to a small group of selected investors rather than to the general public. Think of it like a private sale to a few buyers who negotiate terms, and it matters to investors because it changes a company’s cash position, can dilute existing ownership, alter control or voting power, and may affect share liquidity and market value when those securities eventually reach public markets.

non-binding advisory basis regulatory

"the stockholders approved, on a non-binding advisory basis, the compensation of our named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

broker non-Votes regulatory

"For | Against | Abstain | Broker non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the selection of WithumSmith+Brown, PC as our independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

forward-looking statements regulatory

"This report includes “forward-looking statements” within the meaning of the “safe harbor” provisions"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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Understanding 8-K Material Events →

Available on EDGAR 06/23/2026 - 04:06 PM Accepted by SEC EDGAR 06/23/2026 - 04:05 PM Learn about SEC filing dates

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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): June 23, 2026 (June 16, 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. ☐

Introductory Note

In an annual meeting of the stockholders (the “Annual Meeting”) of CXApp Inc., a Delaware corporation (the “Company” or “CXApp”), held on June 16, 2026 at 2:00 p.m., Pacific Time, virtually via live webcast in connection with the stockholder vote on the proposals listed below, holders of 30,592,312 shares of CXApp common stock were present virtually or represented by proxy, representing 44.32% of CXApp’s common stock outstanding and entitled to vote as of April 17, 2026, the record date for the Annual Meeting, and constituting a quorum for the transaction of business.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The final voting results for each matter submitted to a vote of the Company stockholders at the Annual Meeting are set forth below:

Percentages in parentheses represent the percentage of shares voted on the applicable proposal.

1. Proposal 1: To elect Khurram P. Sheikh to serve as a Class III director to hold office until the date of the annual meeting of stockholders following the fiscal year ending December 31, 2028, and until his successor is duly elected and qualified, or until his earlier death, disqualification, resignation or removal.

For	Against	Abstain	Broker non-Votes
10,780,651 (90.29%)	702,534 (5.88%)	455,826 (3.81%)	18,653,301

Based on the votes set forth above, Mr. Sheikh was duly elected to serve as a Class III director to hold office until the date of the annual meeting of stockholders following the fiscal year ending December 31, 2028, and until his successor is duly elected and qualified, or until his earlier death, disqualification, resignation or removal.

2. Proposal 2: To elect George Mathai to serve as a Class III director to hold office until the date of the annual meeting of stockholders following the fiscal year ending December 31, 2028, and until his successor is duly elected and qualified, or until his earlier death, disqualification, resignation or removal.

For	Against	Abstain	Broker non-Votes
10,717,780 (89.77%)	774,518 (6.48%)	446,713 (3.74%)	18,653,301

Based on the votes set forth above, Mr. Mathai was duly elected to serve as a Class III director to hold office until the date of the annual meeting of stockholders following the fiscal year ending December 31, 2028, and until his successor is duly elected and qualified, or until his earlier death, disqualification, resignation or removal.

3. Proposal 3: To approve the issuance of shares of CXApp common stock (or securities convertible into or exercisable for CXApp common stock) in one or more private placements in excess of 20% of the Company’s outstanding common stock.

For	Against	Abstain	Broker non-Votes
9,263,367 (77.58%)	2,446,247 (20.48%)	229,397 (1.92%)	18,653,301

Based on the votes set forth above, the stockholders approved the issuance of shares of CXApp common stock (or securities convertible into or exercisable for CXApp common stock) in one or more private placements in excess of 20% of the Company’s outstanding common stock.

1

4. Proposal 4: To authorize the Board, at its discretion, to approve (i) a reverse stock split of the Company’s common stock with a ratio between 1-for-5 and 1-for-100, for the primary purpose of maintaining CXApp’s listing on the Nasdaq Stock Market, and (ii) the amendment of the Company’s certificate of incorporation to reflect the reverse stock split.

For	Against	Abstain	Broker non-Votes
19,757,330 (64.58%)	9,752,018 (31.87%)	1,082,964 (3.53%)	-

Based on the votes set forth above, the stockholders authorized the Board, at its discretion, to approve (i) a reverse stock split of the Company’s common stock with a ratio between 1-for-5 and 1-for-100, for the primary purpose of maintaining CXApp’s listing on the Nasdaq Stock Market, and (ii) the amendment of the Company’s certificate of incorporation to reflect the reverse stock split.

5. Proposal 5: To approve, on a non-binding advisory basis, the compensation of our named executive officers.

For	Against	Abstain	Broker non-Votes
10,016,834 (83.90%)	1,477,665 (12.37%)	444,512 (3.72%)	18,653,301

Based on the votes set forth above, the stockholders approved, on a non-binding advisory basis, the compensation of our named executive officers.

6. Proposal 6: To approve, on a non-binding advisory basis, the frequency of future advisory votes to approve our named executive officer compensation.

One Year	Two Years	Three Years	Abstain
10,862,446 (90.98%)	98,628 (0.82%)	277,123 (2.32%)	700,814 (5.86%)

Based on the votes set forth above, the stockholders approved, on a non-binding advisory basis, the frequency of future advisory votes to approve our named executive officer compensation to be one year.

7. Proposal 7: To ratify the selection of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2026.

For	Against	Abstain	Broker non-Votes
27,534,231 (90.00%)	1,597,542 (5.22%)	1,460,539 (4.77%)	-

Based on the votes set forth above, the stockholders ratified the selection of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2026.

2

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.

3

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: June 23, 2026	By:	/s/ Khurram P. Sheikh
		Name:	Khurram P. Sheikh
		Title:	Chairman and Chief Executive Officer

4

FAQ

What did CXApp (CXAI) stockholders approve regarding new share issuances?

Stockholders approved issuing CXApp common stock, or related convertible or exercisable securities, in one or more private placements exceeding 20% of currently outstanding shares. This authorization gives the company flexibility for larger equity financings if the Board later decides to pursue them.

What reverse stock split authority did CXApp (CXAI) receive from stockholders?

Stockholders authorized the Board to implement a reverse stock split of CXApp common stock at a ratio between 1-for-5 and 1-for-100. The primary purpose is helping maintain the company’s Nasdaq listing, along with amending the certificate of incorporation to reflect any split.

Were CXApp (CXAI) directors elected at the 2026 annual meeting?

Yes. Khurram P. Sheikh and Vishal Mathai were elected as Class III directors. Each will serve until the annual meeting following the fiscal year ending December 31, 2028, continuing until a successor is elected and qualified or earlier departure events occur.

How did CXApp (CXAI) stockholders vote on executive compensation?

Stockholders approved, on a non-binding advisory basis, the compensation of CXApp’s named executive officers. They also supported holding future advisory votes on executive compensation every year, with one-year frequency receiving the clear majority of votes cast.

Which auditor did CXApp (CXAI) stockholders ratify for 2026?

Stockholders ratified WithumSmith+Brown, PC as CXApp’s independent registered public accounting firm for the year ending December 31, 2026. This ratification confirms stockholder support for the company’s chosen external auditor for the upcoming fiscal year.

What was CXApp (CXAI) shareholder turnout at the 2026 annual meeting?

Holders of 30,592,312 shares of CXApp common stock were present virtually or represented by proxy, representing 44.32% of shares outstanding and entitled to vote as of the April 17, 2026 record date, which constituted a quorum for conducting business.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.6 KB
• EX-101 XBRL DEFINITION FILE 26.0 KB
• EX-101 XBRL LABEL FILE 35.8 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB