Cxapp Inc. Form 8-K Summary
Business Context and Reporting Period
Cxapp Inc. (CXAI), a Delaware corporation, filed this Current Report on Form 8-K on August 14, 2026. The filing announces a corporate action approved by stockholders at the annual meeting on June 16, 2026, and authorized by the Board of Directors to effect a reverse stock split.
Key Financial Metrics
This filing is a current report regarding a capital structure change and does not contain financial statements, revenue, profit, cash flow, or debt metrics. The filing text does not provide a clear value for any financial performance indicators.
Material Changes
- Reverse Stock Split: A one-for-fifty (1-for-50) reverse stock split of issued and outstanding common stock is scheduled to become effective at 12:01 a.m. Eastern Time on August 18, 2026.
- Share Consolidation: Every 50 shares of common stock will be automatically combined into one share. Fractional shares resulting from the split will be rounded up to the nearest whole share.
- Warrant Adjustments: Outstanding Public Warrants (CXAIW) will be adjusted proportionately:
- Exercise price increases from $11.50 to $575.00 per share.
- Each warrant becomes exercisable for 0.02 (1/50th) of a share of common stock.
- Fractional shares upon warrant exercise will be rounded down to the nearest whole share.
- Listing Compliance: The primary purpose of the split is to increase the per-share trading price to regain and maintain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum closing bid price of $1.00 per share.
- Trading Details: The stock will continue to trade under the ticker "CXAI" with a new CUSIP number (23248B 307). Warrants will continue to trade under "CXAIW."
Guidance, Outlook, and Risks
Management commentary indicates the Board determined the 1-for-50 ratio is in the best interests of the Company and its stockholders to address listing requirements. The filing does not provide specific forward-looking guidance on revenue or earnings. The primary risk addressed is the potential delisting from The Nasdaq Capital Market due to non-compliance with the minimum bid price requirement, which this action aims to mitigate.
Investor Verification Checklist
- Verify the effective date and time of the reverse stock split (August 18, 2026, 12:01 a.m. ET).
- Confirm the new CUSIP number for common stock (23248B 307) with your broker.
- Review the specific rounding treatment for fractional shares: rounded up for common stock holders, but rounded down for warrant holders upon exercise.
- Check the adjusted exercise price of Public Warrants ($575.00) and the new share entitlement (0.02 shares per warrant).
- Monitor the post-split trading price to ensure it meets the $1.00 minimum bid price requirement for continued Nasdaq listing.