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 March 26, 2026. The report covers events occurring between March 2, 2026, and March 26, 2026, specifically regarding unregistered sales of equity securities.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a specific equity issuance transaction.
Material Changes and Transaction Details
Under Item 3.02, the Company reported the issuance of 10,028,891 shares of common stock to Avondale Capital, LLC ("Avondale"). These shares were issued under two Pre-Paid Purchase agreements dated March 26, 2025, and August 7, 2025. The issuance occurred in six tranches between February 17, 2026, and March 23, 2026, at the following prices per share:
- February 17, 2026: $0.199381
- February 23, 2026: $0.1843
- March 2, 2026: $0.163163
- March 13, 2026: $0.156793
- March 19, 2026: $0.156793
- March 23, 2026: $0.166075
The sale was made in reliance on Section 4(a)(2) of the Securities Act of 1933 as a transaction not involving a public offering.
Guidance, Outlook, and Risks
The filing includes 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, regulatory changes, and management retention. The Company explicitly states it does not undertake any obligation to update these statements.
Investor Verification Checklist
- Verify the total number of shares issued (10,028,891) and the specific issuance dates against the company's cap table.
- Confirm the declining price trend per share across the six issuance tranches.
- Review the Securities Purchase Agreement dated March 26, 2025, for terms regarding the Pre-Paid Purchase structure.
- Check subsequent filings for any registration statements required to register these shares for public resale.
- Assess the impact of this equity issuance on existing shareholder dilution.