Other Events. Share Repurchase Program On October 21, 2026, the Company’s Board of Directors (the “Board”) authorized a share repurchase program under which the Company may repurchase shares of its outstanding Common Stock for an aggregate purchase price of up to $1,000,000 (the “Repurchase Program”). Repurchases under the Repurchase Program may be made from time to time through open-market purchases, privately negotiated transactions or other lawful means, and in a manner intended to comply…

Entry into a Material Definitive Agreement. As previously disclosed, CXApp Inc. (the “Company”) has sold and issued to Avondale Capital, LLC (“Avondale”) certain pre-paid purchases (the “Pre-Paid Purchases”) pursuant to (i) a Securities Purchase Agreement, dated March 26, 2025, between the Company and Avondale, providing for the issuance and sale of Pre-Paid Purchases up to an aggregate purchase amount of $20,000,000 (the “2025 Purchase Agreement”), and (ii) a Securities Purchase Agreement, d…

Unregistered Sales of Equity Securities. Between August 24, 2026 and October 21, 2026, the Company issued an aggregate of 214,072 shares of Common Stock to Avondale under Pre-Paid Purchase #4, dated as of December 30, 2025, which was entered into pursuant to the 2025 Purchase Agreement. The shares of Common Stock were issued at a price between $1.743651 and $4.3498 per share. The offer and sale of these shares of Common Stock was made in reliance on Section 4(a)(2) of the Securities Act of 19…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 11, 2025, CXApp Inc. (the “Company”) received written notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company’s Class A Common Stock had failed to maintain a minimum closing bid price of $1.00 per share over the prior 30 consecutive business days, as required by Nasdaq Listing Rule 5550(a)(2). In accordance with…

of Form 8-K. Accordingly, the Company is not required to disclose, and will no longer provide, the financial statements or pro forma financial information that the Prior 8-K indicated would be filed by amendment, if applicable, within the time period permitted by applicable SEC rules. (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. The exhibit index to the Prior 8-K is unchanged. No additional exhibits are fil…

Material Modification to Rights of Security Holders. The information set forth in

Changes in Registrant’s Certifying Accountant. On June 30, 2026, the Audit Committee (the “ Committee ”) of the Board of Directors of the Company dismissed WithumSmith+Brown, PC (“ Withum ”) as the Company’s independent registered public accounting firm. The Committee approved the dismissal. Also on June 30, 2026, the Committee appointed KNAV CPA LLP (“ KNAV ”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026. The audit repo…

Chief Financial Officer — Joy L. Mbanugo: Ms. Mbanugo was separated from the Company effective June 29th, 2026.

Unregistered Sales of Equity Securities. CXApp Inc. (the “Company”) issued an aggregate of 12,267,843 shares of common stock to Avondale Capital, LLC (“Avondale”) under a Pre-Paid Purchase #3, dated as of October 17, 2025, which was entered into pursuant to the Securities Purchase Agreement, dated as of March 26, 2025, by and between the Company and Avondale. The shares of common stock were issued between June 1, 2026 and June 3, 2026, at a price between $0.126216 and $0.126217 per share. The…

Completion of Acquisition or Disposition of Assets. The information set forth in

Entry into a Material Definitive Agreement. On June 3, 2026, CXApp Inc.’s (“CXAI” or the “Company”) wholly owned subsidiary, CXAI Australia Pty Ltd (a company incorporated in Australia) (“CXAI Australia”), entered into and completed a Share Sale Deed (the “Agreement”) to acquire Virtus Digital Marketing Pty Ltd dba Engine Room Applications. (“EngineRoom”), an Australia-based AI-enabled growth intelligence platform company focused on customer acquisition intelligence, attribution analytics, wo…

of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor incorporated by reference into any filing under the Securities Act. Forward-Looking Statements This current report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the C…

Unregistered Sales of Equity Securities. CXApp Inc. (the “Company”) issued an aggregate of 26,729,531 shares of common stock to Avondale Capital, LLC (“Avondale”) under a Pre-Paid Purchase #3, dated as of October 17, 2025, which was entered into pursuant to the Securities Purchase Agreement, dated as of March 26, 2025, by and between the Company and Avondale. The shares of common stock were issued between May 15, 2026 and May 27, 2026, at a price between $0.126216 and $0.135317 per share. The…

Results of Operations and Financial Condition. Attached hereto as Exhibit 99.1 is a press release (the “Earnings Press Release”) issued by the Company on May 13, 2026, announcing its financial results for the first quarter ended March 31, 2026. The Earnings Press Release is incorporated by reference into this Item 2.02, and the foregoing description of the Earnings Press Release is qualified in its entirety by reference to this exhibit. The information furnished pursuant to this Item 2.02, in…

Unregistered Sales of Equity Securities. CXApp Inc. (the “Company”) issued an aggregate of 7,304,178 shares of common stock to Avondale Capital, LLC (“Avondale”) under a Pre-Paid Purchase #2, dated as of August 7, 2025, and a Pre-Paid Purchase #3, dated as of October 17, 2025, both of which were entered into pursuant to the Securities Purchase Agreement, dated as of March 26, 2025, by and between the Company and Avondale. The shares of common stock were issued on April 13, 2026, April 16, 202…

Unregistered Sales of Equity Securities. CXApp Inc. (the “Company”) issued an aggregate of 4,116,659 shares of common stock to Avondale Capital, LLC (“Avondale”) under a Pre-Paid Purchase #1, dated as of March 26, 2025, and a Pre-Paid Purchase #2, dated as of August 7, 2025, both of which were entered into pursuant to the Securities Purchase Agreement, dated as of March 26, 2025, by and between the Company and Avondale. The shares of common stock were issued on March 30, 2026, April 1, 2026,…

Unregistered Sales of Equity Securities. CXApp Inc. (the “Company”) issued an aggregate of 10,028,891 shares of common stock to Avondale Capital, LLC (“Avondale”) under a Pre-Paid Purchase #1, dated as of March 26, 2025, and a Pre-Paid Purchase #2, dated as of August 7, 2025, both of which were entered into pursuant to the Securities Purchase Agreement, dated as of March 26, 2025, by and between the Company and Avondale. The shares of common stock were issued on February 17, 2026, February 23…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 11, 2025, CXApp Inc. (the “Company”) received a letter (the “Minimum Bid Price Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days, the closing bid price for the Company’s common stock (the “Common Stock”) has been below the minimum $1.00 per share required for con…

Unregistered Sales of Equity Securities. CXApp Inc. (the “Company”) issued an aggregate of 4,616,481 shares of common stock to Avondale Capital, LLC (“Avondale”) under a Pre-Paid Purchase #1, dated as of March 26, 2025, which was entered into pursuant to the Securities Purchase Agreement, dated as of March 26, 2025, by and between the Company and Avondale. The shares of common stock were issued on January 26, 2026, January 27, 2026 and January 28, 2026, at a price of $0.24024 per share. The o…

Unregistered Sales of Equity Securities. CXApp Inc. (the “Company”) issued an aggregate of 3,266,615 shares of common stock to Avondale Capital, LLC (“Avondale”) under a Pre-Paid Purchase #1, dated as of March 26, 2025, which was entered into pursuant to the Securities Purchase Agreement, dated as of March 26, 2025, by and between the Company and Avondale. The shares of common stock were issued on December 9, 2025 and December 10, 2025, at a price of $0.348985 per share. The offer and sale of…

of this Current Report on Form 8-K is incorporated herein by reference. The issuance by the Company of the shares of common stock in satisfaction of all or part of the outstanding balance of the Pre-Paid Purchase #3 is being made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. The maximum number of shares of common stock issuable under the Pre-Paid Purchase #3, assuming Avondale purchases the Purchase Shares at the Floor Price (which may be subject to change in the f…

Unregistered Sales of Equity Securities. Information set forth in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Information set forth in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Nasdaq Minimum Bid Price Notice On September 11, 2025, CXApp Inc. (the “Company”) received a letter (the “Minimum Bid Price Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days, the closing bid price for the Company’s common stock (the “Common Stock”) has been below the minimum…

Other Events. Stockholder Notice . Pursuant to Section 204(g) of the DGCL, the Company is required to send all of our current stockholders and stockholders as of the day of the defective corporate act, the resolutions adopted by the Board ratifying the defective corporate act within sixty (60) days of such resolutions, which occurred on August 4, 2025 (the “Notice”). Section 204(g) of the DGCL authorizes the Company, as a company with a class of stock listed on a national securities exchange,…