CXApp Inc. (NASDAQ: CXAI) issues 3.27M shares in non-public sale

Rhea-AI Filing Summary

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.

Insights

Capital markets analyst

CXApp issued 3.27M unregistered shares to Avondale under a prior purchase agreement.

CXApp Inc. disclosed an unregistered equity transaction in which it issued 3,266,615 common shares to Avondale Capital, LLC at $0.348985 per share. This issuance occurred on December 9, 2025 and December 10, 2025 under a Pre-Paid Purchase #1 dated March 26, 2025, which itself was entered into pursuant to a Securities Purchase Agreement between the parties.

The company relied on Section 4(a)(2) of the Securities Act, explicitly characterizing the deal as an offer and sale "for transactions not involving a public offering," so the shares were not registered for public distribution. This structure typically targets a limited group of investors rather than the broader market, and here the counterpart is a single institutional buyer, Avondale.

CXApp also includes an extended forward-looking statements section highlighting risks such as demand for its services, competitive and business environment shifts, changes in laws or regulations, challenges managing growth, loss of management team members, and loss of a major customer. The actual financial and strategic impact of this share issuance will depend on how it interacts with these broader business factors, which the company notes may cause results to differ materially from current expectations.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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FAQ

What unregistered equity transaction did CXApp Inc. (CXAI) disclose?

CXApp Inc. disclosed that it issued an aggregate of 3,266,615 shares of common stock to Avondale Capital, LLC. The shares were issued under a Pre-Paid Purchase #1 tied to a Securities Purchase Agreement between the company and Avondale.

On what dates were the new CXApp (CXAI) shares issued and at what price?

The shares were issued on December 9, 2025 and December 10, 2025 at a price of $0.348985 per share.

Who purchased the 3,266,615 CXApp (CXAI) shares in this transaction?

All of the 3,266,615 common shares were issued to Avondale Capital, LLC under a Pre-Paid Purchase #1 dated March 26, 2025, entered into pursuant to a Securities Purchase Agreement between CXApp and Avondale.

Under what legal exemption were the new CXApp (CXAI) shares sold?

The company states that the offer and sale of these shares were made in reliance on Section 4(a)(2) of the Securities Act of 1933, for transactions not involving a public offering, meaning the shares were not registered for public sale.

What risks and uncertainties does CXApp (CXAI) highlight in connection with its forward-looking statements?

CXApp cites several risks, including demand for its services, potential adverse economic, business, and competitive factors, changes in laws or regulations, challenges managing growth profitably, potential loss of management team members, and the loss of a major customer, among other factors that could cause actual results to differ materially from expectations.

What agreement governs the share issuance to Avondale Capital for CXApp (CXAI)?

The issuance was made under a Pre-Paid Purchase #1 dated March 26, 2025, which was entered into pursuant to a Securities Purchase Agreement dated March 26, 2025 between CXApp Inc. and Avondale Capital, LLC.

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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): December 12, 2025 (December 9, 2025)

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 3,266,615 shares of common stock to Avondale Capital, LLC (“Avondale”) under a Pre-Paid Purchase #1, dated as of March 26, 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 on December 9, 2025 and December 10, 2025, at a price of $0.348985 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.

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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: December 12, 2025	By:	/s/ Khurram P. Sheikh
	Name:	Khurram P. Sheikh
	Title:	Chairman and Chief Executive Officer

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