CXApp Inc. 8-K

What Happened
CXApp Inc. (NASDAQ: CXAI) filed an 8-K reporting that it issued a total of 4,616,481 shares of its common stock to Avondale Capital, LLC under a Pre‑Paid Purchase #1 dated March 26, 2025, which was entered into pursuant to a Securities Purchase Agreement of the same date. The shares were issued on January 26, 27 and 28, 2026 at a price of $0.24024 per share. The company states the sale was made in reliance on Section 4(a)(2) of the Securities Act (transactions not involving a public offering). The filing also includes the company’s standard forward‑looking statements cautionary language.

Key Details

• Shares issued: 4,616,481 common shares.
• Price per share: $0.24024.
• Issue dates: January 26, 27 and 28, 2026.
• Counterparty and agreements: Avondale Capital, LLC; Pre‑Paid Purchase #1 and Securities Purchase Agreement dated March 26, 2025.
• Offering treatment: Unregistered sale relying on Section 4(a)(2) of the Securities Act.

Why It Matters
This filing documents a securities issuance to a single investor as part of a previously agreed financing arrangement. For shareholders, additional shares issued by the company can be dilutive to existing ownership percentages and earnings per share metrics. Investors should watch subsequent filings for the company’s updated total shares outstanding and any further financings or material terms that could affect valuation or control.