CXApp Inc. 8-K

What Happened

• CXApp announced on June 30, 2026 that its Audit Committee dismissed WithumSmith+Brown, PC as its independent registered public accounting firm and appointed KNAV CPA LLP as the new independent auditor for the fiscal year ending December 31, 2026. Withum’s audit reports for fiscal years ended December 31, 2025 and 2024 contained no adverse opinions and the firm reported no disagreements with the company; previously disclosed material weaknesses in internal control from 2024 were fully remediated as of December 31, 2025. Withum’s letter to the SEC dated July 6, 2026 is filed as Exhibit 16.1.
• In connection with the EngineRoom acquisition, CXApp separated from CFO Joy L. Mbanugo effective June 29, 2026 (not due to any disagreement) and on July 1, 2026 appointed Melissa G. Podruzny as Interim Chief Financial Officer for an initial three-month transition period to support acquisition integration and finance optimization.

Key Details

• Auditor change: Withum dismissed and KNAV appointed on June 30, 2026; Withum’s prior audits for 2024 & 2025 were unqualified.
• Internal control history: Material weaknesses disclosed in the 2024 Form 10‑K (tax accruals, period-end expense accruals, embedded-derivative accounting) were fully remediated as of December 31, 2025.
• CFO transition: Joy L. Mbanugo separated effective June 29, 2026; Melissa Podruzny started as Interim CFO July 1, 2026 for an initial three-month term.
• Interim CFO pay and equity: Podruzny will keep her base salary of CAD $141,180, receive a CAD $30,000 interim premium over three months, a CAD $20,000 transition completion bonus (subject to performance and approvals), and a grant of 50,000 stock options vesting over 24 months (25,000 after 1 year, remainder monthly over the next 12 months).

Why It Matters

• Auditor change and a new CFO during an acquisition are material operational items: the auditor switch affects who reviews future financial statements, while the CFO transition affects finance leadership during EngineRoom integration.
• Investors should note that past internal control weaknesses led to interim restatements in 2024 but were reported as fully remediated by year-end 2025, and Withum reported no unresolved disagreements.
• The interim CFO comes from EngineRoom, signaling CXApp is using integration-stage leadership and offering cash and equity incentives to retain transition continuity; the appointment is at-will and initially short-term, so further leadership updates could follow.