CXApp (NASDAQ: CXAI) issues 4,616,481 new shares to Avondale Capital

Rhea-AI Filing Summary

CXApp Inc. reported that it issued 4,616,481 shares of its common stock to Avondale Capital, LLC in a private transaction. The shares were delivered under a Pre-Paid Purchase #1 dated March 26, 2025, entered into pursuant to a Securities Purchase Agreement between the two parties.

The common shares were issued on January 26, 2026, January 27, 2026 and January 28, 2026 at a price of $0.24024 per share. CXApp relied on Section 4(a)(2) of the Securities Act of 1933, using an exemption for transactions not involving a public offering, which means these shares were sold without SEC registration and increase the company’s outstanding share count.

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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): January 30, 2026 (January 26, 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 4,616,481 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 January 26, 2026, January 27, 2026 and January 28, 2026, at a price of $0.24024 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: January 30, 2026	By:	/s/ Khurram P. Sheikh
	Name:	Khurram P. Sheikh
	Title:	Chairman and Chief Executive Officer

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FAQ

What did CXApp Inc. (CXAI) disclose in this 8-K filing?

CXApp Inc. disclosed that it issued 4,616,481 shares of common stock to Avondale Capital, LLC in a private transaction. The issuance was completed under an existing pre-paid purchase arrangement and relied on an exemption from SEC registration for non-public offerings.

How many CXApp (CXAI) shares were issued and to whom?

CXApp issued 4,616,481 shares of its common stock to Avondale Capital, LLC. These new shares were delivered pursuant to a Pre-Paid Purchase #1 tied to a Securities Purchase Agreement between CXApp and Avondale, increasing the total number of CXApp shares outstanding.

At what price and on what dates did CXApp (CXAI) issue the new shares?

The new CXApp common shares were issued at a price of $0.24024 per share. The company delivered the 4,616,481 shares to Avondale Capital, LLC over three days: January 26, 2026, January 27, 2026, and January 28, 2026, under the pre-paid purchase arrangement.

What agreements governed CXApp’s (CXAI) share issuance to Avondale Capital?

The issuance occurred under a Pre-Paid Purchase #1 dated March 26, 2025. That pre-paid purchase was entered into pursuant to a Securities Purchase Agreement, also dated March 26, 2025, between CXApp Inc. and Avondale Capital, LLC, setting the contractual framework for the transaction.

What securities law exemption did CXApp (CXAI) use for this share sale?

CXApp relied on Section 4(a)(2) of the Securities Act of 1933 for this transaction. That provision allows offerings not involving a public offering to proceed without SEC registration, so the 4,616,481 shares sold to Avondale were issued as an unregistered private placement.

Does CXApp (CXAI) include forward-looking statements and risk factors in this report?

Yes. CXApp includes a detailed cautionary statement about forward-looking statements, noting that expectations and projections may differ from actual results. It highlights risks such as demand for services, competition, legal changes, management loss, and customer loss, referencing risks discussed in its SEC reports.