CXApp Inc. Files 8-K on Financial Obligations and Equity Sales

TL;DR

CXApp Inc. filed an 8-K detailing new financial obligations and equity sales, report date Oct 17, 2025.

AI Summary

On October 17, 2025, CXApp Inc. entered into a material definitive agreement related to the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on October 23, 2025.

Why It Matters

This 8-K filing indicates potential new debt or financial commitments for CXApp Inc. and discloses equity transactions, which could impact its financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• CXApp Inc. (company) — Registrant
• October 17, 2025 (date) — Earliest event reported
• October 23, 2025 (date) — Filing date
• KINS Technology Group, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share CXAI The Nasdaq Stock Mar
• $5,000,000 — #3, Avondale paid the purchase price of $5,000,000 to the Company, and the Company promise
• $5,250,000 — nd the Company promises to pay Avondale $5,250,000 and any interest, fees, charges, and la
• $250,000 — 3 carries an original issue discount of $250,000. Under the Purchase Agreement, Avondal
• $0 — will be determined as the lower of (i) $0.9142, or (ii) 91% of the lowest daily v
• $0.1524 — e date, but in any event not lower than $0.1524 (the "Floor Price"), which may be subje
• $0.6481 — nd October 20, 2025, at a price between $0.6481 and $0.6739 per share. The offer and sa
• $0.6739 — 0, 2025, at a price between $0.6481 and $0.6739 per share. The offer and sale of these

Filing Documents

• cxapp_8k.htm (8-K) — 43KB
• cxapp_ex10-1.htm (EX-10.1) — 83KB
• 0001829126-25-008390.txt ( ) — 354KB
• cxai-20251017.xsd (EX-101.SCH) — 4KB
• cxai-20251017_def.xml (EX-101.DEF) — 26KB
• cxai-20251017_lab.xml (EX-101.LAB) — 36KB
• cxai-20251017_pre.xml (EX-101.PRE) — 25KB
• cxapp_8k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Pre-Paid Purchase #3 with Avondale Capital, LLC On October 17, 2025, CXApp Inc. (the "Company") entered into Pre-Paid Purchase #3 (the "Pre-Paid Purchase #3") with Avondale Capital, LLC ("Avondale"), pursuant to the Securities Purchase Agreement the Company entered into with Avondale on March 26, 2025 (the "Purchase Agreement"). Under the Pre-Paid Purchase #3, Avondale paid the purchase price of $5,000,000 to the Company, and the Company promises to pay Avondale $5,250,000 and any interest, fees, charges, and late fees accrued thereunder in accordance with the terms set forth therein, and to pay interest on the outstanding balance at the rate of five percent per annum until the outstanding balance is paid in full. The Pre-Paid Purchase #3 carries an original issue discount of $250,000. Under the Purchase Agreement, Avondale, at its option, may require the Company to issue shares of common stock ("Purchase Shares"), from time to time, in satisfaction of all or part of the outstanding balance of the Pre-Paid Purchase #3. Under the Pre-Paid Purchase #3, if Avondale elects to receive Purchase Shares, the Purchase Share purchase price will be determined as the lower of (i) $0.9142, or (ii) 91% of the lowest daily volume weighted average price during the ten consecutive trading days immediately preceding the relevant purchase notice date, but in any event not lower than $0.1524 (the "Floor Price"), which may be subject to change in the future to the extent permitted by stock exchange rules in effect at the time of such change. The Pre-Paid Purchase #3 is unsecured and contains customary events of defaults, representations, warranties, and covenants. This description is qualified in its entirety by reference to the text of the Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 1, 2025, and the Pre-Paid Purchase #3, a copy of which is attached hereto as

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03 to the extent required.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuance by the Company of the shares of common stock in satisfaction of all or part of the outstanding balance of the Pre-Paid Purchase #3 is being made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. The maximum number of shares of common stock issuable under the Pre-Paid Purchase #3, assuming Avondale purchases the Purchase Shares at the Floor Price (which may be subject to change in the future to the extent permitted by stock exchange rules in effect at the time of such change), is approximately 34,448,818 shares. The Company also issued an aggregate of 1,583,633 shares of common stock to Avondale under a Pre-Paid Purchase #1, dated as of March 26, 2025, which was entered into pursuant to the Purchase Agreement. The shares of common stock were issued between October 9, 2025 and October 20, 2025, at a price between $0.6481 and $0.6739 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. 1 Cautionary Statement Regarding Forward-Looking This report includes "forward-looking 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

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Exhibit Title 10.1+ Pre-Paid Purchase #3, dated as of October 17, 2025, between CXApp Inc. and Avondale Capital, LLC 104 Cover Page Interactive Data File (embedded within the inline XBRL document) + The annexes, schedules, and certain exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request. 2

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: October 23, 2025 By: /s/ Khurram P. Sheikh Name: Khurram P. Sheikh Title: Chairman and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR