CXApp Inc. Form 8-K Summary
Business Context and Reporting Period
CXApp Inc. filed this Form 8-K on May 20, 2024, under Item 8.01, to report continued delays in its required SEC filings and a change to the date of its first-quarter earnings call. The delayed Form 10-Q covers the quarter ended March 31, 2024. The company also has not yet filed its 2023 Form 10-K.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other financial statement amounts. The company states that audit and review procedures remain incomplete, including work related to the interim stub period from January 1, 2023 through March 14, 2023, following its recent business combination.
Material Changes Versus the Prior Comparable Period
- The company was unable to file its Form 10-Q by May 20, 2024, the end of the extension period under its May 15, 2024 Form 12b-25.
- The company intends to file its 2023 Form 10-K before filing the Form 10-Q to ensure accurate representations and cross-references.
- The Q1 earnings call was moved from May 21, 2024 to May 23, 2024 at 3:00 p.m. Pacific Time.
Guidance, Outlook, Risks, and Unusual Items
- Management stated that it and its advisors were working to file the 2023 Form 10-K on or before May 23, 2024, with the Form 10-Q expected promptly thereafter. These are forward-looking targets and are not assured.
- The company expects a Nasdaq notification regarding noncompliance with the timely filing requirement because of the late Form 10-Q. Such a notice is expected to provide 60 days to file the Form 10-Q.
- Nasdaq previously notified the company on April 18, 2024 that it was not compliant with Listing Rule 5250(c)(1) because of the delinquent 2023 Form 10-K. The notice had no immediate effect on trading, and the company expects to submit a compliance plan. Nasdaq may grant up to 180 calendar days from the Form 10-K due date, or through October 14, 2024, to regain compliance.
- Until the 2023 Form 10-K, Form 10-Q, and other required filings are current, stockholders may be unable to use Rule 144 to sell restricted securities.
- The company plans to discuss first-quarter results and provide updates on the CXAI platform during the rescheduled earnings call. It also plans to announce a new product launch with a major industry partner.
- Key risks include additional accounting errors or corrections, further filing delays, failure to meet Nasdaq requirements, Nasdaq rejection or limitation of the compliance plan, and uncertainty regarding completion and audit of the financial statements.
Important Facts for Investors to Verify
- Whether the company filed the 2023 Form 10-K by May 23, 2024 and subsequently filed the Form 10-Q.
- The final audited financial results, including any accounting corrections related to the business combination and stub period.
- Whether Nasdaq issued a new delinquency notice and the status and acceptance of the company’s compliance plan.
- Whether Nasdaq granted an extension and whether the company regained compliance by the applicable deadline.
- The results of the rescheduled Q1 earnings call and details of the announced product launch.
- The filing refers to the company’s Nasdaq listing as the Nasdaq Capital Market in one passage and the Nasdaq Global Select Market in another; investors should verify the applicable market designation.