UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May 20~~August 4, 2025

CXApp Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39642

85-2104918

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Four Palo Alto Square, Suite 200

3000 El Camino Real

Palo Alto, CA

94306

(Address of principal executive offices)

(Zip Code)

(650) 785-7171
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	CXAI	The Nasdaq Stock Market LLC
Warrants to purchase common stock	CXAIW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~INTRODUCTORY NOTE~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~References throughout~~On ~~this~~August ~~Form~~4, ~~8-K~~2025, tothe Board of Directors of CXApp Inc. (the “~~we,~~Company”) ~~“us~~approved, and the Company filed with the Delaware Secretary of State, a Certificate of Validation (the “Certificate”) pursuant to Section 204 of the Delaware General Corporation Law (“~~Company~~DGCL”). orThe Certificate ratifies and validates the Company’s Second Amended and Restated Certificate of Incorporation (the “~~our~~Second ~~company~~A&R Charter”), which ~~are~~had ~~CXApp~~been ~~Inc.~~duly adopted by the Company’s stockholders but, due to a clerical omission, was not filed with the Delaware Secretary ~~unless~~of State on March 14, 2023. The Company’s stockholders had previously approved the ~~context~~Second ~~otherwise~~A&R ~~indicates~~Charter at the special meeting reported in the Company’s Form 8-K filed March 10, 2023.

~~Item~~Under DGCL Section 204, the Certificate deems 2the Second A&R Charter to have become effective as of 5:00 p.02m. ~~Results~~(Eastern Time) on March 14, 2023. As a result, all corporate actions taken by the Company in reliance on the Second A&R Charter since that date, including the issuance of ~~Operations~~shares of Class C Common Stock, are retroactively validated and ~~Financial~~are ~~Condition~~no longer void or voidable by reason of the prior failure to file.

~~Attached hereto~~The asforegoing ~~Exhibit~~description ~~99.1~~of ~~is a press release (~~the ~~“Earnings~~Certificate ~~Press Release”) issued by the Company on May 20, 2025, announcing~~and ~~its financial results for~~ the ~~first~~Second ~~quarter~~A&R ~~ended~~Charter ~~March~~does ~~31,~~not ~~2025.~~purport ~~The~~to ~~Company~~be ~~held~~complete ~~a webcast~~ and ~~conference call on Tuesday, May 20, 2025 (the “Earnings Presentation”). The Earnings Presentation~~ is ~~attached~~qualified ~~hereto~~in asits ~~Exhibit~~entirety ~~99.2. The Earnings Press Release and Earnings Presentation are incorporated~~ by reference ~~into~~to ~~this Item 2.02, and~~ the ~~foregoing~~full ~~description~~text of the ~~Earnings Press Release~~Certificate and ~~Earnings~~the ~~Presentation~~Second isA&R ~~qualified~~Charter, inwhich ~~its~~are ~~entirety~~filed byherewith ~~reference~~as ~~to this exhibit. The information furnished pursuant to this Item 2.02, including~~ Exhibit 993.1 and Exhibit 993.2, ~~shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934~~respectively, ~~as amended (the “Exchange Act”),~~ and ~~will not be~~ incorporated byherein ~~reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated therein~~ by reference.

~~Item~~The Certificate has been filed, but not yet 7approved by the Delaware Secretary of State.01 ~~Regulation~~There FDis ~~Disclosure~~no guarantee that the Certificate will be approved. In the event that Company is required by the Delaware Secretary of State to amend the Certificate, or is required to include any additional document, an amendment to this Current Report on Form 8-K will be filed with the Securities and Exchange Commission (“SEC”) disclosing such amendment as applicable.

Item 2 8.0201 ~~above~~Other ~~is incorporated herein by reference~~Events.

~~A copy~~Stockholder ~~of the Earnings Press Release and the Earnings Presentation is attached as Exhibit 99~~Notice.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, including the Earnings Press Release and the Earnings Presentation attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act, except as expressly set forth in such filing.

Pursuant to Section 204(g) of the DGCL, the Company is required to send all of our current stockholders and stockholders as of the day of the defective corporate act, the resolutions adopted by the Board ratifying the defective corporate act within sixty (60) days of such resolutions, which occurred on August 4, 2025 (the “Notice”). Section 204(g) of the DGCL authorizes the Company, as a company with a class of stock listed on a national securities exchange, to provide such Notice in a document publicly filed by the Company with the SEC pursuant to §13, §14 or §15(d) (15 U.S.C. §78m, §77n or §78o(d)) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or the corresponding provisions of any subsequent United States federal securities laws, rules or regulations.

Accordingly, a copy of the Notice is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in its entirety.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements related to the approval of the Certificate, and other statements that are not historical facts. Any statements contained in this communication that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” “will,” and similar expressions and their variants. These forward-looking statements are based upon the Company’s current expectations. Forward-looking statements involve risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks relating to the approval of the Certificate filed with the Delaware Secretary of State.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Earnings Press Release, dated May 20, 2025
3.1		Certificate of Validation, filed with the Delaware Secretary of State on August 4, 2025
99.2		Earnings Presentation, dated May 20, 2025
3.2		Second Amended and Restated Certificate of Incorporation
99.1		Stockholder Notice, dated August 4, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CXApp Inc.
Date: May 20, 2025	By:	/s/ Khurram P. Sheikh
Date: August 4, 2025	By:	/s/ Khurram P. Sheikh
		Name:	Khurram P. Sheikh
		Title:	Chairman and Chief Executive Officer

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