CXApp Inc. 8-K

What Happened
CXApp Inc. (CXAI) announced on June 3, 2026 that its wholly owned subsidiary, CXAI Australia Pty Ltd, completed the acquisition of Virtus Digital Marketing Pty Ltd dba EngineRoom Applications (“EngineRoom”). The deal closed the same day for an aggregate purchase price of approximately USD $4.6 million. EngineRoom will operate as “CXAI EngineRoom” and its founder, Adam Laurie, has committed to remain as General Manager for at least three years.

Key Details

• Total purchase price: ~USD $4.6 million, paid as:
  • Cash at closing: ~65% (~USD $2.99M) from CXAI’s cash on hand (subject to customary adjustments)
  • Earnout: ~25% (~USD $1.15M) tied to revenue growth over 24 months
  • Escrow: ~10% (~USD $460K) held subject to release conditions
• Buyer: CXAI Australia (wholly owned CXApp subsidiary); CXApp (parent) agreed to support the payment obligation.
• Target metrics: EngineRoom is expected to generate ~USD $8.1M annual revenue (≈94% recurring) and ~USD $1.6M adjusted EBITDA.
• Pro forma impact: CXAI’s annualized revenue run-rate is expected to rise from ~USD $4M to >USD $12M, adding ~USD $1.6M of adjusted EBITDA.

Why It Matters
This acquisition adds a highly recurring revenue business and a growth-intelligence platform that management says will accelerate CXAI’s Agentic AI commercialization and expand its addressable market across enterprise and mid-market customers. For investors, the deal is intended to materially boost CXAI’s revenue run-rate and EBITDA while integrating complementary technology and leadership (founder retained). The structure (cash, earnout, escrow) shares some performance risk with sellers and keeps part of consideration contingent on revenue targets.