CXApp Inc. 8-K

What Happened
CXApp Inc. (CXAI) filed an 8-K reporting that it issued an aggregate of 12,267,843 shares of common stock to Avondale Capital, LLC under a Pre‑Paid Purchase #3 (dated Oct 17, 2025) entered pursuant to a Securities Purchase Agreement dated March 26, 2025. The shares were issued between June 1 and June 3, 2026, at prices between $0.126216 and $0.126217 per share. The sale was an unregistered, private transaction made in reliance on Section 4(a)(2) of the Securities Act.

Key Details

• Shares issued: 12,267,843 common shares to Avondale Capital, LLC.
• Dates of issuance: June 1, 2026 through June 3, 2026.
• Price per share: $0.126216–$0.126217 (implying gross proceeds of roughly $1.55 million).
• Transaction basis: Pre‑Paid Purchase #3 dated Oct 17, 2025, pursuant to the March 26, 2025 Securities Purchase Agreement; relied on Section 4(a)(2) (private sale).

Why It Matters
This filing reports an unregistered private issuance that increases CXApp’s outstanding common stock by 12.27 million shares, which dilutes existing shareholders proportionally. The transaction follows previously agreed purchase documents rather than a new public offering and brings in roughly $1.5M in proceeds based on the stated per‑share prices. Investors should note the dilution and the reliance on a private placement exemption; the filing also includes the company’s standard forward‑looking statements caution.