CXApp Inc. 8-K

What Happened
CXApp Inc. announced that it issued an aggregate of 10,028,891 shares of common stock to Avondale Capital, LLC under two prepaid purchases entered into under a Securities Purchase Agreement dated March 26, 2025. The shares were issued on six dates in 2026: February 17, February 23, March 2, March 13, March 19, and March 23.

Key Details

• Total shares issued: 10,028,891 common shares to Avondale Capital, LLC.
• Agreements: Issuances were pursuant to Pre-Paid Purchase #1 (dated March 26, 2025) and Pre-Paid Purchase #2 (dated August 7, 2025) under the Securities Purchase Agreement dated March 26, 2025.
• Issuance dates and per-share prices:
  • Feb 17, 2026: $0.199381 per share
  • Feb 23, 2026: $0.184300 per share
  • Mar 2, 2026: $0.163163 per share
  • Mar 13, 2026: $0.156793 per share
  • Mar 19, 2026: $0.156793 per share
  • Mar 23, 2026: $0.166075 per share
• Sale type: Shares were issued in reliance on Section 4(a)(2) of the Securities Act (unregistered private transaction).

Why It Matters
This filing documents a private financing transaction that increases CXApp’s outstanding shares and reflects capital-raising activity with a single investor, Avondale Capital. For retail investors, the key takeaways are the size of the issuance (10.03 million shares), the range of prices received, and that the transaction was a non‑public placement under Section 4(a)(2), which can affect shareholder dilution and trading dynamics. The company also included standard forward‑looking disclaimers in the filing.