Cxapp Inc. Form 8-K Summary
Business Context and Reporting Period
Cxapp Inc. (CXAI), an emerging growth company incorporated in Delaware, filed this Current Report on Form 8-K on December 12, 2025, regarding events occurring on December 9, 2025. The company is headquartered in Palo Alto, California, and its common stock and warrants trade on The Nasdaq Stock Market LLC.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on a specific equity transaction.
Material Changes and Transactions
Under Item 3.02, the Company reported the unregistered sale of equity securities:
- Transaction: Issuance of 3,266,615 shares of common stock to Avondale Capital, LLC.
- Agreement: Executed under Pre-Paid Purchase #1 dated March 26, 2025, pursuant to a Securities Purchase Agreement.
- Issuance Dates: December 9, 2025, and December 10, 2025.
- Price per Share: $0.348985.
- Regulatory Basis: The offer and sale relied on Section 4(a)(2) of the Securities Act of 1933 for transactions not involving a public offering.
Guidance, Outlook, and Risks
The filing contains no specific financial guidance or management commentary regarding future performance. It includes a standard cautionary statement regarding forward-looking statements, noting that actual results may differ materially due to risks including economic factors, competitive pressures, changes in consumer preferences, regulatory changes, and management retention.
Investor Verification Checklist
- Verify the total number of shares issued (3,266,615) and the issuance price ($0.348985) against the company's latest cap table.
- Confirm the terms of the Pre-Paid Purchase #1 agreement dated March 26, 2025, to understand the full scope of the transaction with Avondale Capital, LLC.
- Review the impact of this issuance on total outstanding shares and potential dilution to existing shareholders.
- Check for any subsequent filings regarding the registration rights or resale of these unregistered shares.