Cxapp Inc. current report, 22 May 2024

CXApp Inc. Form 8-K Summary

Business Context and Reporting Period

CXApp Inc. filed a Form 8-K dated May 24, 2024, reporting events occurring on May 22, 2024. The filing concerns delayed SEC periodic reports and continued noncompliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of required reports.

Financial Metrics and Liquidity

The filing does not provide revenue, profitability, cash flow, margins, debt, liquidity, or other operating or financial metrics. The Company’s Form 10-Q for the quarter ended March 31, 2024 had not been filed as of the report date, and the filing does not state a clear financial position.

Material Changes Versus the Prior Comparable Period

  • The Company remains delinquent in filing its Form 10-Q for the quarter ended March 31, 2024.
  • The delinquency follows a previously disclosed failure to timely file the Form 10-K for the year ended December 31, 2023.
  • Nasdaq issued a new notice on May 22, 2024 confirming continued noncompliance with Listing Rule 5250(c)(1).

Guidance, Outlook, Risks, and Unusual Items

  • The Company must submit a compliance plan to Nasdaq by June 17, 2024.
  • Nasdaq may grant up to 180 calendar days from the Form 10-K due date, or until October 14, 2024, to regain compliance, but no extension is assured.
  • The Company intends to file the compliance plan and complete the Form 10-Q as soon as practicable, targeting filing by June 17, 2024, while stating that timing cannot be assured.
  • The notice has no immediate effect on the listing or trading of the Company’s common stock or publicly traded warrants on Nasdaq Global Select Market.
  • Risks include Nasdaq’s rejection or limitation of any compliance plan or extension, inability to satisfy listing requirements, further filing delays, and identification of additional accounting errors or corrections during preparation of the delayed reports.

Key Facts for Investors to Verify

  1. Whether CXApp submitted its Nasdaq compliance plan by June 17, 2024 and whether Nasdaq accepted it.
  2. Whether the delayed Form 10-K and Form 10-Q were filed and whether they contain accounting corrections or material adjustments.
  3. Whether Nasdaq granted an extension and the resulting deadline for regaining compliance.
  4. Whether the Company’s common stock and warrants remained listed and actively trading without further Nasdaq action.
  5. The financial results, liquidity, debt, and going-concern or other risk disclosures in the delayed Form 10-K and Form 10-Q.