CXApp Inc. Reports Unregistered Equity Sales
Ticker: CXAIW · Form: 8-K · Filed: Jan 2, 2025 · CIK: 1820875
| Field | Detail |
|---|---|
| Company | Cxapp Inc. (CXAIW) |
| Form Type | 8-K |
| Filed Date | Jan 2, 2025 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001, $1.57, $1.83, $2,027,500 |
| Sentiment | neutral |
Sentiment: neutral
Topics: unregistered-securities, equity-sale, filing
TL;DR
CXApp sold unregistered equity, check for dilution.
AI Summary
On December 26, 2024, CXApp Inc. filed an 8-K report detailing unregistered sales of equity securities. The filing also includes financial statements and exhibits, with the report being filed as of January 2, 2025. The company, formerly known as KINS Technology Group, Inc., is incorporated in Delaware and operates in the prepackaged software industry.
Why It Matters
This filing indicates potential dilution for existing shareholders due to the issuance of unregistered equity securities. Investors should review the details of these sales to understand their impact on ownership.
Risk Assessment
Risk Level: medium — Unregistered sales of equity can lead to dilution and may involve securities with limited liquidity or registration rights.
Key Players & Entities
- CXApp Inc. (company) — Registrant
- KINS Technology Group, Inc. (company) — Former company name
- Delaware (jurisdiction) — State of incorporation
- December 26, 2024 (date) — Date of earliest event reported
- January 2, 2025 (date) — Filing date
FAQ
What type of equity securities were sold in the unregistered offering?
The filing indicates unregistered sales of equity securities, but the specific type (e.g., common stock, warrants, convertible notes) is not detailed in the provided excerpt.
What was the date of the earliest event reported in this 8-K?
The earliest event reported was on December 26, 2024.
When was CXApp Inc. formerly known as?
CXApp Inc. was formerly known as KINS Technology Group, Inc.
In which state is CXApp Inc. incorporated?
CXApp Inc. is incorporated in Delaware.
What is the SIC code for CXApp Inc.?
The Standard Industrial Classification (SIC) code for CXApp Inc. is 7372, which falls under SERVICES-PREPACKAGED SOFTWARE.
Filing Stats: 665 words · 3 min read · ~2 pages · Grade level 12.1 · Accepted 2025-01-02 06:00:32
Key Financial Figures
- $0.0001 — ch registered Common Stock, par value $0.0001 per share CXAI The Nasdaq Stock Mar
- $1.57 — ecember 2023 Note"), at a price between $1.57 and $1.83 per share, in each case equal
- $1.83 — 23 Note"), at a price between $1.57 and $1.83 per share, in each case equal to the Mi
- $2,027,500 — principal amount equal to approximately $2,027,500 and then cause the outstanding balance
Filing Documents
- cxapp_8k.htm (8-K) — 33KB
- 0001829126-25-000001.txt ( ) — 248KB
- cxai-20241226.xsd (EX-101.SCH) — 4KB
- cxai-20241226_def.xml (EX-101.DEF) — 26KB
- cxai-20241226_lab.xml (EX-101.LAB) — 36KB
- cxai-20241226_pre.xml (EX-101.PRE) — 25KB
- cxapp_8k_htm.xml (XML) — 6KB
02 Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. CXApp, Inc. (the "Company") issued an aggregate of 1,213,809 shares of common stock (the "Exchange Common Shares") to the holder of that certain outstanding promissory note of the Company issued on December 15, 2023 (the "December 2023 Note"), at a price between $1.57 and $1.83 per share, in each case equal to the Minimum Price as defined in Nasdaq Listing Rule 5635(d) in connection with the terms and conditions of Exchange Agreements, dated December 9, 2024, December 10, 2024, December 17, 2024 and December 26, 2024, pursuant to which the Company and the holder agreed to (i) partition new promissory notes in the form of the December 2023 Note in the aggregate original principal amount equal to approximately $2,027,500 and then cause the outstanding balance of the December 2023 Note to be reduced by an aggregate of approximately $2,027,500; and (ii) exchange the partitioned notes for the delivery of the Exchange Common Shares. The offer and sale of the Exchange Common Shares was not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act, in that (a) the Exchange Common Shares were issued in exchanges for partitioned notes which are other outstanding securities of the Company; (b) there was no additional consideration of value delivered by the holder in connection with the exchanges; and (c) there were no commissions or other remuneration paid by the Company in connection with the exchanges. As of December 26, 2024, the Company has 18,641,170 shares of common stock outstanding.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1
SIGNATURES
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 2, 2025 By: /s/ Khurram P. Sheikh Name: Khurram P. Sheikh Title: Chairman and Chief Executive Officer 2