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 May 28, 2026, covering events occurring between May 15, 2026, and May 27, 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 (Unregistered Sales of Equity Securities), the Company issued an aggregate of 26,729,531 shares of common stock to Avondale Capital, LLC ("Avondale").
- Transaction Basis: Issued under Pre-Paid Purchase #3, dated October 17, 2025, pursuant to a Securities Purchase Agreement dated March 26, 2025.
- Issuance Period: May 15, 2026, to May 27, 2026.
- Price Range: Shares were issued at prices between $0.126216 and $0.135317 per share.
- Exemption: 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 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, management retention, and customer concentration. The Company explicitly states it does not undertake any obligation to update these forward-looking statements.
Investor Verification Checklist
- Verify the total number of shares issued (26,729,531) and the resulting dilution impact on existing shareholders.
- Confirm the exact pricing mechanism and total capital raised from Avondale Capital, LLC under the Pre-Paid Purchase #3 agreement.
- Review the full Securities Purchase Agreement dated March 26, 2025, for any additional covenants or terms associated with this issuance.
- Assess the Company's current cash position and liquidity needs, as this filing does not provide updated financial statements.