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CXApp (NASDAQ: CXAI) issues 7.3M new shares to Avondale in private deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CXApp Inc. reported that it issued an aggregate of 7,304,178 shares of common stock to Avondale Capital, LLC in a private transaction. The shares were delivered under Pre-Paid Purchase #2 and #3, which were entered into pursuant to a Securities Purchase Agreement dated March 26, 2025.

The common shares were issued on April 13, 2026, April 16, 2026 and April 17, 2026 at prices of $0.154427, $0.144872 and $0.144872 per share, respectively. The transaction was structured as an unregistered sale relying on Section 4(a)(2) of the Securities Act of 1933 for non-public offerings, and was accompanied by standard forward-looking statement cautions.

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Insights

CXApp raised equity privately, issuing 7.3M new shares at low prices.

CXApp Inc. issued 7,304,178 common shares to Avondale Capital, LLC through pre-paid purchase arrangements tied to a March 26, 2025 Securities Purchase Agreement. Per-share prices ranged from $0.144872 to $0.154427, indicating equity financing at a relatively low trading level.

The use of Section 4(a)(2) means the deal was conducted as a private placement rather than a public offering. This structure can provide quicker access to capital but concentrates new shares with a single institutional counterparty, potentially affecting future trading dynamics depending on Avondale’s sale decisions.

Because the filing does not state total shares outstanding, the exact dilution can’t be assessed from this excerpt alone. The economic impact will depend on how the pre-paid purchases were funded and how quickly Avondale chooses to monetize these shares, which future company disclosures may clarify.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Shares issued 7,304,178 shares Aggregate common stock issued to Avondale Capital, LLC
Issue price April 13, 2026 $0.154427 per share Common shares issued on April 13, 2026
Issue price April 16, 2026 $0.144872 per share Common shares issued on April 16, 2026
Issue price April 17, 2026 $0.144872 per share Common shares issued on April 17, 2026
Securities Act exemption Section 4(a)(2) Unregistered sale for transactions not involving a public offering
Securities Purchase Agreement date March 26, 2025 Agreement between CXApp and Avondale
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities."
Securities Purchase Agreement financial
"pursuant to the Securities Purchase Agreement, dated as of March 26, 2025"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Pre-Paid Purchase financial
"under a Pre-Paid Purchase #2, dated as of August 7, 2025, and a Pre-Paid Purchase #3"
A pre-paid purchase is when payment is made before the product or service is delivered, like buying a concert ticket or putting money on a gift card. For investors, pre-payments matter because they change a company’s cash flow and balance sheet: the seller gets cash up front but records an obligation to deliver later, which affects when revenue is recognized and how future profits and working capital look.
Section 4(a)(2) of the Securities Act of 1933 regulatory
"in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended"
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.
Understanding 8-K Material Events →
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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 17, 2026 (April 13, 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 7,304,178 shares of common stock to Avondale Capital, LLC (“Avondale”) under a Pre-Paid Purchase #2, dated as of August 7, 2025, and a Pre-Paid Purchase #3, dated as of October 17, 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 April 13, 2026, April 16, 2026 and April 17, 2026, at a price of $0.154427, $0.144872 and $0.144872 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.

 

1

 

 

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 17, 2026 By: /s/ Khurram P. Sheikh
  Name: Khurram P. Sheikh
  Title: Chairman and Chief Executive Officer

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

What equity transaction did CXApp (CXAI) report in this 8-K?

CXApp reported issuing 7,304,178 shares of common stock to Avondale Capital, LLC. The shares were delivered under pre-paid purchase arrangements tied to a March 26, 2025 Securities Purchase Agreement, structured as an unregistered private placement under Section 4(a)(2).

What prices were the new CXApp (CXAI) shares issued to Avondale at?

The shares were issued at three per-share prices: $0.154427, $0.144872 and $0.144872. These prices applied to issuances on April 13, 2026, April 16, 2026 and April 17, 2026, respectively, reflecting the consideration set in the pre-paid purchase arrangements.

How many CXApp (CXAI) shares were issued in the Avondale private placement?

CXApp issued an aggregate of 7,304,178 shares of common stock to Avondale Capital, LLC. All of these shares were delivered under Pre-Paid Purchase #2 and Pre-Paid Purchase #3, which were executed under a March 26, 2025 Securities Purchase Agreement.

On which dates did CXApp (CXAI) issue the new common shares?

The common shares to Avondale Capital were issued on April 13, 2026, April 16, 2026 and April 17, 2026. Each date corresponded to a portion of the 7,304,178 total shares, priced according to the applicable pre-paid purchase terms.

Who signed the CXApp (CXAI) report covering this share issuance?

The report was signed on behalf of CXApp Inc. by Khurram P. Sheikh. He is identified as the company’s Chairman and Chief Executive Officer, indicating executive-level authorization of the disclosure regarding the private share issuance.

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