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 April 10, 2026, regarding events occurring on April 8, 2026. 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 unregistered sales of equity securities to Avondale Capital, LLC ("Avondale").
- Transaction Type: Issuance of common stock under Pre-Paid Purchase #1 (dated March 26, 2025) and Pre-Paid Purchase #2 (dated August 7, 2025).
- Total Shares Issued: 4,116,659 shares of common stock.
- Issuance Dates and Prices:
- March 30, 2026: $0.180453 per share
- April 1, 2026: $0.18045 per share
- April 8, 2026: $0.154427 per share
- April 10, 2026: $0.154427 per share
- Regulatory Basis: The offer and sale were made in reliance 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 a standard cautionary statement regarding forward-looking statements. Management notes that expectations regarding future performance, financial projections, and business plans are subject to significant risks and uncertainties. These include economic factors, competitive pressures, changes in consumer preferences, regulatory changes, and management retention. The filing does not provide specific updated financial guidance or commentary on operational outlook beyond these general risk factors.
Investor Verification Checklist
- Verify the total number of shares issued (4,116,659) and the specific issuance dates against the company's cap table.
- Confirm the varying issuance prices ($0.180453 to $0.154427) and their impact on weighted average share count.
- Review the underlying Securities Purchase Agreement dated March 26, 2025, to understand the terms of the Pre-Paid Purchases.
- Assess the dilution impact of this issuance on existing shareholders.
- Monitor subsequent filings for any changes in the company's liquidity position resulting from these pre-paid transactions.