UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(dD) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 28, 132026 (May 21, 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. Employer
Identification No.)

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

(650) 785-7171

(Registrant’s telephone number, including area code)

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. ☐

~~INTRODUCTORY NOTE~~Item 3.02 Unregistered Sales of Equity Securities.

~~References~~CXApp Inc. (the ~~throughout~~“Company”) ~~this~~issued ~~Form~~an ~~8-K~~aggregate of 26,729,531 shares of common stock to ~~“we~~Avondale Capital,” LLC (“~~us,~~Avondale”) under a Pre-Paid Purchase #3, dated as of October 17, 2025, which was entered into pursuant to the ~~“Company”~~Securities orPurchase ~~“our~~Agreement, dated ~~company”~~as ~~are~~of ~~CXApp~~March ~~Inc~~26, 2025, by and between the Company and Avondale. The shares of common stock were issued between May 15, 2026 and ~~unless~~May 27, 2026, at a price between $0.126216 and $0.135317 per share. The offer and sale of these shares of common stock was made in reliance on Section 4(a)(2) of the ~~context~~Securities ~~otherwise~~Act ~~indicates~~of 1933, as amended, for transactions not involving a public offering.

~~Item~~Cautionary ~~2.02~~Statement ~~Results~~Regarding ~~of Operations and Financial Condition.~~Forward-Looking Statements

~~Attached hereto~~This asreport ~~Exhibit~~includes ~~99.1~~“forward-looking statements” iswithin athe ~~press~~meaning ~~release~~of (the “~~Earnings~~safe ~~Press Release~~harbor”) ~~issued~~provisions byof the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the Company may differ from its actual results and consequently, you should not rely on ~~May~~these 13forward-looking statements as predictions of future events. Words such as “expect,” ~~2026~~“estimate,” ~~announcing~~“project,” ~~its~~“budget,” ~~financial~~“forecast,” ~~results~~“anticipate,” ~~for~~“intend,” ~~the~~“plan,” ~~first~~“may,” “will,” ~~quarter~~“could,” ~~ended~~“should,” ~~March~~“believes,” 31“predicts,” ~~2026.~~“potential,” “continue,” ~~The~~or ~~Earnings~~the ~~Press~~negative ~~Release~~or isother ~~incorporated~~variations bythereof ~~reference~~and ~~into~~similar ~~this~~expressions ~~Item~~are intended to identify such forward looking 2statements.02 These forward-looking statements include, ~~and~~without ~~the~~limitation, ~~foregoing~~expectations ~~description~~with respect to future performance of the ~~Earnings~~Company, including ~~Press~~projected ~~Release~~financial information (which is ~~qualified~~not inaudited ~~its~~or ~~entirety~~reviewed by ~~reference~~the toCompany’s ~~this~~auditors), ~~exhibit~~and the future plans, operations and opportunities for the Company and other statements that are not historical facts. ~~The~~These ~~information~~statements are based on the current expectations ~~furnished~~of ~~pursuant~~the toCompany’s ~~this~~management ~~Item~~and 2are not predictions of actual performance.~~02,~~ ~~including~~These ~~Exhibit~~forward-looking 99statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.1 Factors that may cause such differences include, ~~shall~~but are not belimited ~~deemed~~ to: the demand for the Company’s services together with the possibility that the Company may be ~~“filed”~~adversely affected by other economic, business, and/or competitive factors or changes in the business environment in which the Company operates; changes in consumer preferences or the market for the ~~purposes~~Company’s services; changes in applicable laws or regulations; the availability or competition for opportunities for expansion of ~~Section~~the Company’s business; difficulties of managing growth profitably; 18the 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 ~~Act~~Commission. The Company cautions that the foregoing list of ~~1934~~factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as ~~amended~~of (the ~~“Exchange~~date ~~Act”),~~made. ~~and~~The ~~will~~Company does not beundertake ~~incorporated~~or byaccept ~~reference~~any ~~into~~obligation or undertaking to release publicly any ~~filing~~updates ~~under~~or ~~the~~revisions ~~Securities~~to ~~Act~~any offorward-looking ~~1933,~~statements asto ~~amended~~reflect ~~(the~~any ~~“Securities~~change ~~Act”)~~in its expectations or any change in events, ~~unless~~conditions, or ~~specifically~~circumstances ~~identified~~on ~~therein~~which any such statement is based, except as required by law. These forward-looking statements should not be relied ~~being~~upon ~~incorporated~~as ~~therein~~representing bythe ~~reference~~Company’s assessments as of any date subsequent to the date of this communication.

~~Item 7.01 Regulation FD Disclosure.~~1

~~Item 2.02 above is incorporated herein by reference.~~SIGNATURES

~~A copy~~Pursuant ofto the ~~Earnings Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01~~requirements of ~~this~~the ~~Current~~Securities ~~Report~~Exchange onAct ~~Form~~of ~~8-K~~1934, ~~including~~ the ~~Earnings~~registrant ~~Press~~has ~~Release~~duly ~~attached~~caused ~~hereto~~this asreport ~~Exhibit 99.1, is being furnished pursuant~~ to ~~Item 7.01 and shall not~~ be ~~deemed~~signed ~~“filed”~~on ~~for~~its ~~purposes~~behalf ~~of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated~~ by ~~reference into any filing under~~ the ~~Securities~~undersigned ~~Act, except as expressly~~hereunto ~~set~~duly ~~forth in such filing~~authorized.

Item 9.01 Financial Statements and Exhibits.

	CXApp Inc.

Date: May 28, 2026	By:	/s/ Khurram P. Sheikh
	Name:	Khurram P. Sheikh
	Title:	Chairman and Chief Executive Officer

~~(d) Exhibits~~2

Exhibit No.		Description
99.1		Earnings Press Release, dated May 13, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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: May 13, 2026	By:	/s/ Khurram P. Sheikh
	Name:	Khurram P. Sheikh
	Title:	Chairman and Chief Executive Officer

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