CXApp Inc. Files Form 8-K: Unregistered Sales of Equity Securities – April 2026

Key Highlights of the Report

• SEC Filing: CXApp Inc. filed a Form 8-K with the U.S. Securities and Exchange Commission, dated April 17, 2026, reporting events as of April 13, 2026.
• Nature of Filing: The report is a regular 8-K, not an amendment, and covers “Unregistered Sales of Equity Securities” (Item 3.02).
• Trading Details:
  • Common Stock: Par value \$0.0001 per share.
  • Trading Symbol: CXAI.
  • Exchange: Nasdaq Stock Market LLC.
• Forward-Looking Statements: The report contains extensive forward-looking statements regarding the company’s performance, future plans, and expectations, emphasizing risks and uncertainties.
• Emerging Growth Company Status: CXApp Inc. is not classified as an emerging growth company, nor has it elected to use the extended transition period for new or revised financial accounting standards.
• Pre-commencement Communications: The company has not engaged in written communications, soliciting material, or pre-commencement tender offers or issuer tender offers as part of this filing.
• Management Signatory: The 8-K is signed by Khurram P. Sheikh, Chairman and Chief Executive Officer of CXApp Inc.

Details Investors Should Know

Unregistered Sales of Equity Securities:
The filing of Item 3.02 (Unregistered Sales of Equity Securities) generally signals that the company has issued securities without registration under the Securities Act of 1933. This often occurs under exemptions such as private placements to accredited investors. While the report does not provide specifics on the amount, recipients, or terms, shareholders should be aware that such issuances may:

• Dilute existing shareholdings if new shares are issued.
• Potentially signal capital raising activity, which can be positive (growth, expansion) or negative (need for cash, financial distress).
• Be price sensitive, especially if the issuance is sizeable or at a significant discount to market value.

As of the date of this filing, no information is provided regarding the pricing, size, or recipients of the unregistered securities. Investors should monitor subsequent filings or company communications for further details.

Company Status and Exchange Information

• Common Stock: The only security reported as registered under Section 12(b) is common stock, par value \$0.0001 per share, traded under the symbol CXAI on Nasdaq.
• No Change in Emerging Growth Company Status: The company confirms it is not an emerging growth company and has not elected the extended transition period for accounting standards.
• No Other Registered Securities: No other classes of securities or warrants are reported as registered for trading.

Forward-Looking Statements and Risks

The report includes extensive cautionary language about forward-looking statements, which are not audited and may differ materially from actual results. Risks highlighted include:

• Market and demand for CXApp’s services.
• Changes in laws, regulations, or competitive landscape.
• Loss of key personnel or major customers.
• Ability to manage growth profitably.

Investors should be aware that these risks may impact future performance and share price volatility.

Signatures

The Form 8-K is signed by Khurram P. Sheikh, Chairman and CEO, as of April 17, 2026, confirming the authenticity and authorization of the report.

Potential Price Impact

Potential for Share Price Movement:

• The announcement of unregistered sales of equity securities may be price sensitive, especially if it indicates significant dilution or capital raising.
• Investors should seek further details in subsequent filings or direct company communications to assess the magnitude and impact of the equity issuance.
• The lack of specifics in this filing means the market may speculate on reasons and implications until clarifying information is disclosed.

Disclaimer:
This article is based on information available from the CXApp Inc. Form 8-K filed with the SEC for events as of April 13, 2026. It is not investment advice. Investors should conduct their own due diligence and consult with financial professionals before making investment decisions. The company’s forward-looking statements are subject to risks and uncertainties that may cause actual results to differ. The information provided herein may not reflect subsequent disclosures or events.

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