CXApp Inc. 8-K

What Happened
CXApp Inc. (CXAI) filed an 8‑K (Item 3.02) disclosing that it issued a total of 26,729,531 shares of common stock to Avondale Capital, LLC under a Pre‑Paid Purchase #3 (dated Oct 17, 2025) pursuant to a Securities Purchase Agreement dated March 26, 2025. The shares were issued between May 15, 2026 and May 27, 2026 at per‑share prices ranging from $0.126216 to $0.135317. The company stated the sale was made in reliance on Section 4(a)(2) of the Securities Act (transactions not involving a public offering).

Key Details

• Shares issued: 26,729,531 common shares to Avondale Capital, LLC.
• Issue dates: May 15, 2026 through May 27, 2026.
• Price per share: between $0.126216 and $0.135317.
• Implied gross proceeds: approximately $3.37 million to $3.62 million (based on share count × price range).
• Transaction basis: unregistered private sale relying on Section 4(a)(2) of the Securities Act.

Why It Matters
This transaction increases CXApp’s outstanding common stock by 26.7 million shares, which may dilute existing shareholders’ ownership percentage. The proceeds (roughly $3.4–$3.6M based on the disclosed prices) could affect the company’s near‑term cash position and financing runway. Because the sale was a private placement (not a public offering), it did not require registration under the Securities Act; investors should monitor future filings for any related changes to shares outstanding or use of proceeds.