CXApp Inc. (NASDAQ: CXAI) sets 1-for-50 reverse stock split to support Nasdaq bid price

Q: What reverse stock split did CXAI approve and at what ratio?

CXApp Inc. approved a 1-for-50 reverse stock split of its issued and outstanding common stock. At effectiveness, every 50 existing shares will automatically be combined into one share, without changing the stock’s $0.0001 par value or total authorized shares.

Q: When will CXAI’s reverse stock split become effective and start trading split-adjusted?

The reverse stock split becomes effective at 12:01 a.m. Eastern Time on August 18, 2026 . CXAI common stock is expected to begin trading on a split-adjusted basis on August 18, 2026 on The Nasdaq Capital Market under the symbol “CXAI.”

Q: How many CXAI shares will be outstanding after the reverse stock split?

Based on 116,870,315 shares outstanding immediately before the reverse stock split, approximately 2,337,407 shares of common stock are expected to be outstanding immediately following the split, subject to the treatment of fractional shares being rounded up.

Q: How does the reverse stock split affect CXAI’s public warrants (CXAIW)?

Following the split, the public warrant exercise price will increase from $11.50 to $575.00 , and each public warrant will become exercisable for 1/50th of a share of common stock. No fractional shares will be issued on warrant exercise; amounts are rounded down.

Q: What is the main reason CXAI is conducting a reverse stock split?

The company states the reverse stock split’s primary purpose is to increase the per-share market price of its common stock and support efforts to regain compliance with Nasdaq’s minimum bid-price requirement for continued listing on The Nasdaq Capital Market.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CXApp Inc. approved and implemented a one-for-fifty reverse stock split of its issued and outstanding common stock. The split will become effective at 12:01 a.m. Eastern Time on August 18, 2026, after which every 50 shares of common stock will be combined into one share.

No fractional common shares will be issued; any resulting fractional share will be rounded up to the nearest whole share. The reverse split does not change the par value of $0.0001 per share or the total number of authorized shares. The company states that the primary purpose is to increase the per-share trading price to support regaining compliance with Nasdaq’s minimum bid-price requirement for continued listing on The Nasdaq Capital Market.

Based on approximately 116,870,315 shares outstanding before the split, about 2,337,407 shares are expected to be outstanding afterward. CXApp’s common stock will continue trading under the ticker “CXAI” with a new CUSIP 23248B 307. Public warrants trading as “CXAIW” will be adjusted so the exercise price increases from $11.50 to $575.00 and each warrant becomes exercisable for 1/50th of a share, with fractional warrant exercises rounded down to the nearest whole share.

Filing Explained

CXApp filed the reverse-split amendment on August 14, 2026, but the 1-for-50 split is not effective until August 18, 2026 at 12:01 a.m. Eastern Time; the pre-split common-stock and warrant terms therefore apply until that effective time.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Reverse split ratio: 1-for-50 Effective time and date: 12:01 a.m. Eastern Time on August 18, 2026 Shares outstanding before split: 116,870,315 shares +5 more

8 metrics

Reverse split ratio 1-for-50 Ratio of reverse stock split of issued and outstanding common shares

Effective time and date 12:01 a.m. Eastern Time on August 18, 2026 Time and date when the reverse stock split becomes effective

Shares outstanding before split 116,870,315 shares Common shares outstanding immediately before the reverse stock split

Shares outstanding after split 2,337,407 shares Expected common shares outstanding immediately after the reverse stock split

Warrant exercise price before $11.50 per share Exercise price per share of common stock under public warrants before adjustment

Warrant exercise price after $575.00 per share Exercise price per share of common stock under public warrants after the reverse split adjustment

Warrant shares per warrant after 1/50th (0.02) of a share Number of common shares issuable upon exercise of each public warrant after adjustment

Par value of common stock $0.0001 per share Par value of CXApp common stock, unchanged by the reverse split

Key Terms

reverse stock split, Nasdaq Capital Market, minimum bid price requirement, Warrant Agreement, +2 more

6 terms

reverse stock split financial

"to effect a one-for-fifty (1-for-50) reverse stock split of the Company’s issued"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Nasdaq Capital Market financial

"continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

minimum bid price requirement financial

"to regain and maintain compliance with the minimum bid price requirement for continued"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Warrant Agreement financial

"issued pursuant to that certain Warrant Agreement, dated as of December 14, 2020"

A warrant agreement is the legal document that lays out the rules for stock warrants — special certificates that let their holder buy company shares at a set price within a certain time. It explains how and when warrants can be exercised, transferred, changed, or canceled, and what happens to them if the company raises money or is sold; investors care because these terms affect potential future ownership, dilution of shares, and the real value of the warrants.

Public Warrants financial

"The Company has outstanding warrants to purchase shares of Common Stock (the “Public Warrants”)"

Public warrants are tradable securities that give the holder the right to buy a company’s stock at a fixed price before a set expiration date. Like a coupon that lets you purchase shares later at a preset price, they matter to investors because using them can bring new cash into the company but also increase the total number of shares outstanding, which can dilute existing ownership and influence the stock’s price and potential gains.

fractional shares financial

"No fractional shares will be issued as a result of the Reverse Stock Split; any fractional share"

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

FAQ

What reverse stock split did CXAI approve and at what ratio?

CXApp Inc. approved a 1-for-50 reverse stock split of its issued and outstanding common stock. At effectiveness, every 50 existing shares will automatically be combined into one share, without changing the stock’s $0.0001 par value or total authorized shares.

When will CXAI’s reverse stock split become effective and start trading split-adjusted?

The reverse stock split becomes effective at 12:01 a.m. Eastern Time on August 18, 2026. CXAI common stock is expected to begin trading on a split-adjusted basis on August 18, 2026 on The Nasdaq Capital Market under the symbol “CXAI.”

How many CXAI shares will be outstanding after the reverse stock split?

Based on 116,870,315 shares outstanding immediately before the reverse stock split, approximately 2,337,407 shares of common stock are expected to be outstanding immediately following the split, subject to the treatment of fractional shares being rounded up.

How does the reverse stock split affect CXAI’s public warrants (CXAIW)?

Following the split, the public warrant exercise price will increase from $11.50 to $575.00, and each public warrant will become exercisable for 1/50th of a share of common stock. No fractional shares will be issued on warrant exercise; amounts are rounded down.

What is the main reason CXAI is conducting a reverse stock split?

The company states the reverse stock split’s primary purpose is to increase the per-share market price of its common stock and support efforts to regain compliance with Nasdaq’s minimum bid-price requirement for continued listing on The Nasdaq Capital Market.

Will CXAI stockholders’ ownership percentages change due to the reverse split?

The reverse stock split is expected to affect all stockholders uniformly and not alter any stockholder’s percentage ownership interest, except for minor differences that may result from the treatment of fractional shares, which for common stock are rounded up to a whole share.

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Understanding 8-K Material Events →

Available on EDGAR 08/14/2026 - 04:36 PM Accepted by SEC EDGAR 08/14/2026 - 04:31 PM

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): August 14, 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

Palo Alto, 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 3.03

Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K under the heading “Effect on Outstanding Warrants” is incorporated herein by reference. As described therein, the Reverse Stock Split will result in a proportionate adjustment to the exercise price and the number of shares of Common Stock issuable upon exercise of the Company’s outstanding Public Warrants pursuant to the terms of the Warrant Agreement. Following the Reverse Stock Split, (i) the exercise price of each Public Warrant will increase from $11.50 to $575.00 per share and (ii) each Public Warrant will become exercisable for 1/50th (0.02) of a share of Common Stock. No fractional shares will be issued upon exercise of the Public Warrants; any fractional share will be rounded down to the nearest whole number of shares pursuant to Section 4.6 of the Warrant Agreement.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Certificate of Incorporation

On August 14, 2026, CXApp Inc., a Delaware corporation (the “Company”), filed a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a one-for-fifty (1-for-50) reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”) (the “Reverse Stock Split”), with a delayed effective date and time of 12:01 a.m. Eastern Time on August 18, 2026. The Board of Directors (the “Board”) of the Company approved the Reverse Stock Split and the filing of the Certificate of Amendment.

At the effective time of the Reverse Stock Split, every fifty (50) shares of the Company’s issued and outstanding Common Stock will be automatically combined into one (1) share of Common Stock. No fractional shares will be issued as a result of the Reverse Stock Split; any fractional share of Common Stock that would otherwise result will be rounded up to the nearest whole share. The Reverse Stock Split will not change the par value of the Common Stock, which will remain $0.0001 per share, and will not change the total number of authorized shares of Common Stock.

The Reverse Stock Split was authorized by the Company’s stockholders at the annual meeting of stockholders held on June 16, 2026 (the “Annual Meeting”). At the Annual Meeting, stockholders approved Proposal 4, which granted the Board the authority to effect a reverse stock split of the outstanding shares of Common Stock at a ratio within the range of one-for-five (1-for-5) to one-for-one hundred (1-for-100), inclusive, with the exact ratio to be determined by the Board in its sole discretion. The Board determined that a ratio of one-for-fifty (1-for-50) is in the best interests of the Company and its stockholders.

The primary purpose of the Reverse Stock Split is to increase the per-share trading price of the Common Stock in order to regain and maintain compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(a)(2), which requires that the closing bid price of the Common Stock be at least $1.00 per share.

Following the effectiveness of the Reverse Stock Split, the Common Stock will continue to trade on The Nasdaq Capital Market under the existing ticker symbol “CXAI” with a new CUSIP number, 23248B 307.

The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Effect on Outstanding Warrants

The Company has outstanding warrants to purchase shares of Common Stock (the “Public Warrants”), which trade on The Nasdaq Stock Market LLC under the symbol “CXAIW,” issued pursuant to that certain Warrant Agreement, dated as of December 14, 2020 (the “Warrant Agreement”), by and between the Company (as successor to KINS Technology Group Inc.) and Continental Stock Transfer & Trust Company, as warrant agent.

Pursuant to Section 4.2 of the Warrant Agreement, the Reverse Stock Split will result in a proportionate decrease in the number of shares of Common Stock issuable upon exercise of each Public Warrant, and, pursuant to Section 4.3.1 of the Warrant Agreement, a corresponding proportionate increase in the exercise price of each Public Warrant. As a result of the Reverse Stock Split, (i) the exercise price per share of Common Stock issuable upon exercise of the Public Warrants will increase from $11.50 to $575.00, and (ii) each Public Warrant will become exercisable for 1/50th (0.02) of a share of Common Stock, in each case, subject to the terms of the Warrant Agreement.

No fractional shares will be issued upon exercise of the Public Warrants. Pursuant to Section 4.6 of the Warrant Agreement, if a holder would otherwise be entitled to receive a fractional share upon exercise, the number of shares issuable will be rounded down to the nearest whole share — in contrast to the treatment of fractional shares of Common Stock resulting from the Reverse Stock Split described above, which will be rounded up to the nearest whole share.

Following the effectiveness of the Reverse Stock Split, the Public Warrants are expected to continue to trade on The Nasdaq Stock Market LLC under the existing symbol “CXAIW” under the existing CUSIP number, as determined by the Company’s warrant agent and CUSIP Global Services.

In accordance with Section 4.5 of the Warrant Agreement, the Company has directed the warrant agent to provide written notice of the foregoing adjustments to the registered holders of the Public Warrants. A copy of the notice to warrant holders is filed as Exhibit 99.2 to this Current Report on Form 8-K.

Item 8.01

Other Events.

On August 14, 2026, the Company issued a press release announcing the Reverse Stock Split described in Item 5.03 above. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
3.1		Certificate of Amendment to the Certificate of Incorporation of CXApp Inc., effective August 14, 2026
99.1		Press Release, dated August 14, 2026
99.2		Notice to Warrant Holders, dated August 14, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 14, 2026	By:	/s/ Khurram P. Sheikh
	Name:	Khurram P. Sheikh
	Title:	Chairman and Chief Executive Officer

Exhibit 99.1

A blue hexagon with white text Description automatically generated

CXApp Inc. Announces Reverse Stock Split

Common stock expected to begin trading on a split-adjusted basis on August 18, 2026

PALO ALTO, CA / August 14, 2026 / CXApp Inc. (Nasdaq: CXAI) (“CXAI” or the “Company”), an enterprise AI software company, today announced that its Board of Directors has approved a 1-for-50 reverse stock split of the Company’s issued and outstanding common stock.

The reverse stock split is expected to become effective at 12:01 a.m. Eastern Time on August 18, 2026. The Company’s common stock is expected to begin trading on a split-adjusted basis when the Nasdaq Capital Market opens on August 18, 2026, under the existing trading symbol “CXAI” and a new CUSIP number, 23248B 307.

The principal objective of the reverse stock split is to increase the per-share market price of CXAI’s common stock and support the Company’s efforts to regain compliance with Nasdaq’s minimum bid-price requirement.

CXAI’s stockholders authorized the Board, at its discretion, to approve a reverse stock split at a ratio between 1-for-5 and 1-for-100 at the Company’s Annual Meeting of Stockholders held on June 16, 2026. The Board subsequently approved the definitive ratio of 1-for-50.

“CXAI has evolved into a significantly broader enterprise AI company, with an expanded recurring-revenue base, greater customer reach and a growing platform for deploying AI-powered solutions across enterprise and mid-market organizations,” said Khurram Sheikh, Chairman and Chief Executive Officer of CXAI. “The reverse stock split is an important step toward protecting our Nasdaq listing and establishing a more durable capital structure as we focus on integration, disciplined execution and long-term shareholder value.”

Reverse Stock Split Mechanics

At the effective time, every 50 shares of CXAI common stock issued and outstanding will automatically be combined into one share of common stock.

Based on approximately 116,870,315 shares outstanding immediately before the reverse stock split, approximately 2,337,407 shares are expected to be outstanding immediately following the reverse stock split, subject to the treatment of fractional shares.

The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest in the Company, except to the extent resulting from the treatment of fractional shares.

The reverse stock split will not change the par value of the Company’s common stock, which will remain $0.0001 per share.

Proportionate adjustments will be made, in accordance with their applicable terms, to:

●

Outstanding stock options and other equity awards;

●

Shares available for issuance under the Company’s equity-incentive plans;

●

Outstanding warrants and other rights to acquire common stock;

●

The number of shares issuable under such securities; and

●

Applicable exercise or conversion prices.

Effect on Outstanding Warrants

The Company has outstanding warrants to purchase shares of Common Stock (the “Public Warrants”), which trade on The Nasdaq Stock Market LLC under the symbol “CXAIW.” As a result of the Reverse Stock Split, in accordance with the terms of the Warrant Agreement, dated as of December 14, 2020, (i) the exercise price per share of Common Stock issuable upon exercise of the Public Warrants will increase from $11.50 to $575.00, and (ii) each Public Warrant will become exercisable for 1/50th of a share of Common Stock. No fractional shares will be issued upon exercise of the Public Warrants; fractional shares will be rounded down to the nearest whole share in accordance with the Warrant Agreement. The Company has directed its warrant agent to deliver written notice of these adjustments to the registered holders of the Public Warrants.

Treatment of Fractional Shares

Round-up

No fractional shares will be issued in connection with the reverse stock split. A stockholder who would otherwise be entitled to receive a fractional share will have that fractional interest rounded up to the next whole share, subject to the terms approved by the Board and applicable law.

Information for Stockholders

Stockholders holding shares electronically in book-entry form or through a bank, broker or other nominee are not expected to take any action to receive their post-split shares. Their accounts will be adjusted automatically to reflect the reverse stock split, subject to the processes of their respective banks, brokers or nominees.

Registered stockholders holding physical stock certificates will receive instructions from the Company’s transfer agent, Continental Stock Transfer & Trust Company, regarding the exchange of their certificates. Stockholders should not send certificates to the Company or the transfer agent until they receive specific instructions.

Additional information regarding the reverse stock split will be included in a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission.

About CXAI

CXAI is an enterprise agentic AI platform company focused on helping organizations improve productivity, automate workflows and enhance business performance through artificial intelligence.

The Company’s platform combines operational intelligence, analytics, workplace technologies and intelligent automation to deliver measurable business outcomes across enterprise and mid-market organizations.

CXAI serves customers across technology, financial services, healthcare, media and other industries while expanding its AI capabilities through both organic growth and strategic acquisitions.

www.cxapp.com

CXApp Inc.: marketing@cxapp.com

Forward-Looking Statements

This press release 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.

SOURCE: CXApp Inc.

Topic: Regulatory

Exhibit 99.2

CXAPP INC.

(formerly known as KINS Technology Group Inc.)

August 14, 2026

Notice to Warrant Holders

Dear Warrant Holder:

This notice is delivered pursuant to Section 4.5 of that certain Warrant Agreement, dated as of December 14, 2020 (the “Warrant Agreement”), by and between KINS Technology Group Inc. (n/k/a CXApp Inc., the “Company”) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Warrant Agreement.

The Company hereby notifies you that, on August 14, 2026, the Company filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock at a ratio of 1-for-50 (the “Reverse Stock Split”). The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on August 18, 2026 (the “Effective Date”).

The Reverse Stock Split was previously approved by the stockholders of the Company at the annual meeting of stockholders held on June 16, 2026.

Prior to the Effective Date, each whole Warrant entitles the holder thereof to purchase one (1) fully paid and non-assessable share of Common Stock at a Warrant Price of $11.50 per share (subject to adjustment as provided in the Warrant Agreement).

In accordance with Sections 4.2 and 4.3 of the Warrant Agreement, as a result of the Reverse Stock Split, the following adjustments shall be made to the Warrants, effective as of the Effective Date:

●

Number of Shares Issuable Upon Exercise. The number of shares of Common Stock issuable upon the exercise of each whole Warrant shall be decreased in proportion to the decrease of the number of issued and outstanding shares of Common Stock resulting from the Reverse Stock Split. Accordingly, each whole Warrant shall be exercisable for one-fiftieth (1/50) of a share of Common Stock.

●

Warrant Price. The Warrant Price shall be adjusted by multiplying the Warrant Price in effect immediately prior to the Effective Date ($11.50) by a fraction, (x) the numerator of which is the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment (one (1)), and (y) the denominator of which is the number of shares of Common Stock so purchasable immediately thereafter (one-fiftieth (1/50)), resulting in an adjusted Warrant Price of $575.00 per share.

Pursuant to Section 4.6 of the Warrant Agreement, no fractional shares of Common Stock shall be issued upon exercise of the Warrants. If, by reason of the foregoing adjustment, a holder would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the holder.

This notice is being delivered in accordance with Sections 4.5 and 9.2 of the Warrant Agreement.

If you should have any questions, please do not hesitate to contact Khurram Sheikh, Chairman and Chief Executive Officer of the Company, at Four Palo Alto Square, Suite 200, 3000 El Camino Real, Palo Alto, California 94306.

Very truly yours,

CXAPP INC.

By:
Name:	Khurram P. Sheikh
Title:	Chairman and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents