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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):
March 12, 2026 (March 11, 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) |
|
(IRS
Employer
Identification No.) |
|
Four Palo Alto Square, Suite 200
3000 El Camino Real
Palo Alto, CA |
|
94306 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number,
including area code: (650)
785-7171
N/A
(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 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 11, 2025, CXApp
Inc. (the “Company”) received a letter (the “Minimum Bid Price Notice”) from the Nasdaq Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days,
the closing bid price for the Company’s common stock (the “Common Stock”) has been below the minimum $1.00 per share
required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Nasdaq Minimum Bid
Price Requirement”). The Company initially had 180 calendar days, or until March 10, 2026, to regain compliance with the Nasdaq
Minimum Bid Price Requirement. The Company was unable to regain compliance with the Nasdaq Minimum Bid Price Requirement by March 10,
2026.
On March 11, 2026, the Company
received a letter (the “Extension Notice”) from Nasdaq notifying the Company that it has been provided an additional compliance
period of 180 calendar days, or until September 7, 2026, to regain compliance with the Nasdaq Minimum Bid Price Requirement, which requires
that the closing bid price of the Common Stock meet or exceed $1.00 per share for a minimum of ten consecutive trading days. Nasdaq’s
determination was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other
applicable requirements for initial listing on The Nasdaq Capital Market with the exception of the Nasdaq Minimum Bid Price Requirement,
and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse
stock split, if necessary. The Extension Notice has no immediate effect on the listing of the Common Stock, and the Common Stock will
continue to trade on The Nasdaq Capital Market.
If at any time before September
7, 2026, the bid price of the Company’s Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business
days, Nasdaq will notify the Company that it is in compliance with the Nasdaq Minimum Bid Price Requirement. However, if compliance with
the Nasdaq Minimum Bid Price Requirement cannot be demonstrated by September 7, 2026, Nasdaq will notify the Company that its Common Stock
will be delisted from The Nasdaq Capital Market, at which time, the Company may appeal Nasdaq’s determination to a Hearings Panel.
The Company will continue
to monitor the bid price of the Common Stock and consider its available options to regain compliance with the Nasdaq Minimum Bid Price
Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Nasdaq Minimum Bid Price
Requirement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
|
Description |
| 104 |
|
Cover Page Interactive Data File (embedded with 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:
March 12, 2026 |
By: |
/s/
Khurram P. Sheikh |
| |
Name: |
Khurram
P. Sheikh |
| |
Title: |
Chairman
and Chief Executive Officer |
