CXApp Inc. Reports Unregistered Equity Sales

TL;DR

CXApp sold unregistered stock and warrants on Dec 9th.

AI Summary

CXApp Inc. filed an 8-K on December 12, 2025, reporting unregistered sales of equity securities that occurred on December 9, 2025. The filing details transactions involving common stock and warrants to purchase common stock, with par value of $0.0001 per share.

Why It Matters

This filing indicates that CXApp Inc. has issued new equity securities without a prior registration, which could impact existing shareholders through dilution.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes signal financial distress or a need for quick capital, potentially leading to dilution for existing shareholders.

Key Numbers

• 0.0001 — Par Value Per Share (Common stock par value reported in the filing.)

Key Players & Entities

• CXApp Inc. (company) — Registrant
• December 9, 2025 (date) — Date of earliest event reported
• December 12, 2025 (date) — Date of report
• 0.0001 (dollar_amount) — Par value per share of common stock

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share CXAI The Nasdaq Stock Mar
• $0.348985 — 25 and December 10, 2025, at a price of $0.348985 per share. The offer and sale of these

Filing Documents

• cxapp_8k.htm (8-K) — 35KB
• 0001829126-25-009955.txt ( ) — 243KB
• cxai-20251209.xsd (EX-101.SCH) — 4KB
• cxai-20251209_def.xml (EX-101.DEF) — 26KB
• cxai-20251209_lab.xml (EX-101.LAB) — 36KB
• cxai-20251209_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 3,266,615 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 December 9, 2025 and December 10, 2025, at a price of $0.348985 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 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 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 di

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: December 12, 2025 By: /s/ Khurram P. Sheikh Name: Khurram P. Sheikh Title: Chairman and Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR