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~~PURSUANT to ofSECTION ~~Report~~13 ~~(Date~~OR ~~of earliest event reported~~15(d): ~~January~~of ~~30,~~The ~~2026~~SECURITIES ~~(January~~EXCHANGE ~~26,~~Act ~~2026)~~of 1934

Date of Report (Date of earliest event reported): March 12, 2026 (March 11, 2026)

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.~~IRS Employer Identification No.)

Four Palo Alto Square, Suite 200 3000 El Camino Real California, CA		94306
Four Palo Alto Square, Suite 200 3000 El Camino Real Palo Alto, CA		94306
(Address of principal executive offices)		(Zip Code)

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

~~(Registrant’s telephone number, including area code)~~N/A

Not Applicable

(Former name or former address, if changed since last report)

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. ☐

Item 3.0201 ~~Unregistered~~Notice ~~Sales~~ of ~~Equity~~Delisting ~~Securities~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~CXApp~~On September 11, 2025, CXApp Inc. (the “Company”) ~~issued~~ anreceived ~~aggregate~~a ofletter ~~4,616,481~~(the ~~shares~~“Minimum ofBid ~~common~~Price ~~stock~~Notice”) tofrom ~~Avondale~~the ~~Capital,~~Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“~~Avondale~~Nasdaq”) ~~under~~notifying athe ~~Pre-Paid~~Company ~~Purchase~~that ~~#1, dated~~for asthe oflast ~~March~~30 ~~26,~~consecutive ~~2025~~business days, the ~~which~~closing ~~was~~bid ~~entered~~price ~~into~~for ~~pursuant~~the toCompany’s ~~the~~common ~~Securities~~stock ~~Purchase~~(the ~~Agreement,~~“Common ~~dated~~Stock”) ashas ofbeen ~~March~~below ~~26,~~the ~~2025,~~minimum by$1.00 ~~and~~per share ~~between~~required ~~the~~for ~~Company~~continued ~~and~~listing ~~Avondale.~~on The ~~shares~~Nasdaq ofCapital ~~common~~Market ~~stock~~pursuant ~~were~~to ~~issued~~Nasdaq onListing ~~January~~Rule ~~26,~~5550(a)(2) ~~2026,~~(the ~~January~~“Nasdaq ~~27,~~Minimum ~~2026~~Bid Price ~~and~~Requirement”). ~~January~~The ~~28,~~Company ~~2026, at~~initially ahad ~~price~~180 ofcalendar ~~$0.24024~~days, ~~per~~or ~~share.~~until ~~The~~March ~~offer~~10, ~~and~~2026, ~~sale~~to ofregain ~~these~~compliance ~~shares~~with ofthe ~~common~~Nasdaq Minimum ~~stock~~Bid ~~was~~Price ~~made~~Requirement. inThe ~~reliance~~Company onwas ~~Section~~unable ~~4(a)(2)~~to ofregain ~~the~~compliance ~~Securities Act~~with ofthe ~~1933,~~Nasdaq asMinimum ~~amended,~~Bid ~~for~~Price ~~transactions~~Requirement ~~not~~by ~~involving~~March ~~a public offering~~10, 2026.

~~Cautionary~~On ~~Statement~~March ~~Regarding~~11, ~~Forward-Looking~~2026, the Company ~~Statements~~received a letter (the “Extension Notice”) from Nasdaq notifying the Company that it has been provided an additional compliance period of 180 calendar days, or until September 7, 2026, to regain compliance with the Nasdaq Minimum Bid Price Requirement, which requires that the closing bid price of the Common Stock meet or exceed $1.00 per share for a minimum of ten consecutive trading days. Nasdaq’s determination was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market with the exception of the Nasdaq Minimum Bid Price Requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. The Extension Notice has no immediate effect on the listing of the Common Stock, and the Common Stock will continue to trade on The Nasdaq Capital Market.

~~This~~If ~~report~~at ~~includes~~any ~~“forward-looking statements”~~time ~~within~~before ~~the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.~~September ~~The expectations~~7, ~~estimates~~2026, ~~and~~the ~~projections~~bid price of the Company’s ~~may~~Common ~~differ~~Stock ~~from~~closes ~~its~~at actual results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” or ~~the~~above ~~negative or other variations thereof and similar expressions are intended to identify such forward looking statements~~$1.00 ~~These~~per ~~forward-looking statements~~share ~~include,~~for ~~without~~a ~~limitation,~~minimum ~~expectations with respect to future performance~~ of ~~the~~10 ~~Company,~~consecutive ~~including projected financial~~business ~~information (which is not audited or reviewed by the Company’s auditors)~~days, ~~and~~Nasdaq ~~the~~will ~~future~~notify ~~plans, operations and opportunities for~~ the Company ~~and other statements~~ that ~~are~~it ~~not~~is ~~historical~~in ~~facts.~~compliance ~~These~~with ~~statements are based on~~ the ~~current~~Nasdaq ~~expectations~~Minimum ofBid ~~the~~Price ~~Company’s management and are not predictions of actual performance~~Requirement. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Factors that may cause such differences includeHowever, ~~but are~~if ~~not~~compliance ~~limited to: the demand for the Company’s services together~~ with the ~~possibility~~Nasdaq ~~that~~Minimum ~~the~~Bid ~~Company~~Price ~~may~~Requirement cannot be ~~adversely~~demonstrated ~~affected~~ by ~~other~~September ~~economic~~7, ~~business~~2026, ~~and/or~~Nasdaq ~~competitive~~will ~~factors~~notify ~~or changes in~~ the ~~business environment in which the~~ Company ~~operates;~~that ~~changes in~~its ~~consumer~~Common ~~preferences or the market for the Company’s services; changes in applicable laws or regulations; the availability or~~Stock ~~competition~~will ~~for~~be ~~opportunities~~delisted for expansion of the Company’s business; difficulties of managing growth profitably; the loss of one or more members of the Company’s management team; loss of a major customer and other risks and uncertainties included from ~~time to time in the Company’s reports (including all amendments to those reports) filed with the Securities and Exchange Commission.~~ The ~~Company~~Nasdaq ~~cautions~~Capital ~~that~~Market, ~~the~~at ~~foregoing~~which ~~list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements~~time, ~~which speak only as of~~ the ~~date made. The~~ Company ~~does~~may ~~not~~appeal undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. These forward-looking statements should not be relied upon as representing the CompanyNasdaq’s ~~assessments~~determination ~~as of any date subsequent~~ to ~~the~~a ~~date~~Hearings ~~of this communication~~Panel.

1The Company will continue to monitor the bid price of the Common Stock and consider its available options to regain compliance with the Nasdaq Minimum Bid Price Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Nasdaq Minimum Bid Price Requirement.

~~SIGNATURES~~Item 9.01 Financial Statements and Exhibits.

~~Pursuant to~~(d) ~~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~~Exhibits.

	CXApp Inc.
Exhibit Number		Description
Date: January 30, 2026	By:	/s/ Khurram P. Sheikh
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).
	Name:	Khurram P. Sheikh
	Title:	Chairman and Chief Executive Officer

SIGNATURES

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: March 12, 2026	By:	/s/ Khurram P. Sheikh
	Name:	Khurram P. Sheikh
	Title:	Chairman and Chief Executive Officer

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