CXApp Inc.: enters 90-day standstill with Avondale

What happened

• The filing says CXApp Inc and Avondale Capital, LLC entered into a Standstill Agreement on Oct 21, 2026 under which Avondale agreed not to make purchases under outstanding Pre-Paid Purchases for a period of 90 days, subject to specified purchase conditions.
• The filing says the Board authorized a share repurchase program on Oct 21, 2026 allowing repurchases of up to $1,000,000 of common stock.
• The filing says the Company issued an aggregate of 214,072 shares of common stock to Avondale between Aug 24, 2026 and Oct 21, 2026 under Pre-Paid Purchase #4 dated Dec 30, 2025.

Key details

• The Standstill Agreement lasts for 90 days and permits purchases only on trading days when (a) the common stock trades at least 110% of the “Minimum Price” (Nasdaq Listing Rule 5635(d)) and (b) trading volume is at least $250,000.
• The Pre-Paid Purchases arise from a Securities Purchase Agreement dated Mar 26, 2025 providing for up to $20,000,000 and a Securities Purchase Agreement dated Mar 27, 2026 providing for up to $40,000,000. The Pre-Paid Purchases remain in full force and effect; the standstill does not waive any existing event of default.
• The 214,072 shares were issued at prices between $1.743651 and $4.3498 per share and were offered and sold in reliance on Section 4(a)(2) of the Securities Act.
• The repurchase program may be conducted through open-market or privately negotiated purchases, has no expiration date, and may be modified, suspended or terminated by the Board.

Why it may matter

• Item 1.01 reports a material definitive agreement (the Standstill Agreement) between CXApp Inc and Avondale Capital, LLC.
• Item 3.02 reports unregistered sales of equity securities (214,072 shares issued to Avondale).
• Item 8.01 reports other events, including the share repurchase program and a press release filed as an exhibit.
• The filing does not show why the insider traded or why the company acted.