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CXApp Inc. reported several governance changes linked to its June 3, 2026 acquisition of EngineRoom. On June 30, 2026, the audit committee dismissed WithumSmith+Brown as independent auditor and appointed KNAV CPA LLP for the fiscal year ending December 31, 2026. Prior Withum audit reports for 2024 and 2025 were clean, and the company states there were no disagreements or unresolved reportable events, noting previously disclosed material weaknesses in internal control were fully remediated by December 31, 2025.
In connection with the acquisition, Chief Financial Officer Joy L. Mbanugo’s employment ended effective June 29, 2026, which the company says was not due to any disagreement over operations or policies. Effective July 1, 2026, Melissa G. Podruzny, formerly Head of Finance at EngineRoom, was appointed Interim CFO for an initial three‑month transition period, with additional cash compensation and a 50,000‑share stock option grant under the 2023 Equity Incentive Plan.
CXApp Inc. ownership disclosure: Jane Street Group, LLC and its subsidiaries report beneficial ownership of 4,270,784 shares of Common Stock, representing 6.1% of the class as of 06/26/2026.
The filing shows shared voting and dispositive power over these shares, with subsidiaries Jane Street Capital, LLC holding 3,561,323 shares (5.1%) and Jane Street Global Trading, LLC holding 709,461 shares (1.0%). The schedule is signed by Jeremy Kahn on 07/02/2026.
EISNOR DI-ANN reported acquisition or exercise transactions in this Form 4 filing.
CXApp Inc. director Di-Ann Eisnor reported an equity compensation grant and updated holdings in Class A common stock. On June 18, she was granted 397,197 Restricted Stock Units (RSUs) as part of her annual compensation for serving as a director. Each RSU represents a contingent right to receive one share of Class A common stock and will vest in full on the first anniversary of the grant date, provided she continues to serve as a director through that date. Following the grant, she directly owns 691,984 shares, and an additional 64,120 shares are held indirectly by The Di-Ann Eisnor Revocable Trust, of which she is trustee.
Priya Shanti reported acquisition or exercise transactions in this Form 4 filing.
CXApp Inc. director Priya Shanti reported an equity award of 514,019 Restricted Stock Units (RSUs) granted on June 18, 2026 as part of her annual compensation for board service. Each RSU represents one share of Class A common stock and vests in full after one year of continued service, bringing her direct holdings to 808,806 shares.
Sheikh Khurram P reported acquisition or exercise transactions in this Form 4 filing.
CXApp Inc. director and Chief Executive Officer Khurram Sheikh received a compensation-related equity grant. On June 18, 2026, he was granted 794,393 Restricted Stock Units (RSUs), each representing a contingent right to one share of Class A common stock, at no cash cost per unit.
The RSUs vest in full on the first anniversary of the grant date, provided he continues serving as a director through that date. Following this award, Sheikh directly holds 3,510,828 Class A shares. An additional 453,530 Class A shares are held indirectly by JKSFS Crut, a trust for which he is trustee, and he disclaims beneficial ownership except for any pecuniary interest.
Mathai George reported acquisition or exercise transactions in this Form 4 filing.
CXApp Inc. director Mathai George received an equity grant as part of his annual board compensation. On June 18, 2026, he was awarded 397,197 Restricted Stock Units (RSUs), each representing a contingent right to one share of Class A common stock.
The RSUs will vest in full on the first anniversary of the grant date, provided he continues serving as a director through that date. Following this grant, George now directly holds 691,984 shares of Class A common stock, reflecting his updated equity position in the company.
MARTINO CAMILLO reported acquisition or exercise transactions in this Form 4 filing.
CXApp Inc. director Camillo Martino received a grant of 934,580 Restricted Stock Units (RSUs) on June 18, 2026 as part of his annual compensation for serving on the board. Each RSU represents a contingent right to receive one share of Class A common stock. The RSUs will vest in full on the first anniversary of the grant date if he continues to serve as a director through that date. Following this grant, he directly holds 1,335,590 shares of Class A common stock.
CXApp Inc. director Camillo Martino reported an equity award of Class A Common Stock. On the reported date, he acquired 200,000 shares as a grant at a reported price of $0.246 per share, increasing his directly held stake to 401,010 shares. This was a compensation-related grant, not an open-market purchase or sale.
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.
CXApp Inc. reported an unregistered sale of equity under a previously agreed financing arrangement. The company issued 12,267,843 shares of common stock to Avondale Capital, LLC under Pre-Paid Purchase #3, dated October 17, 2025, which stems from a Securities Purchase Agreement dated March 26, 2025.
The shares were issued between June 1 and June 3, 2026 at prices between $0.126216 and $0.126217 per share in a private transaction. CXApp relied on Section 4(a)(2) of the Securities Act, which allows offerings that do not involve a public offering, and included extensive cautionary language regarding forward-looking statements and related risks.