S-1/A: CXApp Inc. Files Amendment No. 1 to Form S-1 Registration Statement, Signalling Potential Resale of Shares and Warrants

CXApp Inc. has filed an amendment to its Form S-1 registration statement, indicating a potential resale of common stock and warrants by selling securityholders.

Summary

• CXApp Inc. filed Amendment No. 1 to its Form S-1 registration statement.
• The document relates to the potential resale of up to 6,977,776 shares of common stock previously issued to selling securityholders at approximately $0.004 per share.
• It also covers the resale of up to 10,280,000 private placement warrants with an exercise price of $11.50 per share, originally issued at $1.00 per warrant.
• Additionally, it includes 24,080,000 shares of common stock reserved for issuance upon the exercise of warrants.
• Streeterville Capital, LLC may resell up to 3,009,000 shares of common stock that they may take delivery of in satisfaction of an outstanding balance of a pre-paid purchase.
• The company will not receive proceeds from the resale of shares by the selling securityholders.
• The exercise price of the warrants, in certain circumstances, may be higher than the prevailing market price of the underlying securities.
• The company may not receive cash upon the exercise of private placement warrants since these warrants may be exercised on a cashless basis.
• Trading of CXApp's common stock and warrants began on The Nasdaq Capital Market on March 15, 2023, under the ticker symbols CXAI and CXAIW, respectively.
• On September 6, 2024, the closing sale price of CXAI common stock was $1.79 per share and the closing price of CXAIW warrants was $0.25 per warrant.

Sentiment

Score: 4

Explanation: The document is largely factual, but the potential for negative impacts on the stock price due to the resale of shares and warrants suggests a slightly negative outlook.

Negatives

• The company will not receive proceeds from the resale of shares by the selling securityholders.
• The exercise price of the warrants, in certain circumstances, may be higher than the prevailing market price of the underlying securities.
• The company may not receive cash upon the exercise of private placement warrants since these warrants may be exercised on a cashless basis.

Risks

• Sales of a substantial number of our securities in the public market by the Selling Securityholders and/or by our existing securityholders could cause the price of our shares of common stock and warrants to fall.
• Certain existing stockholders purchased, or may purchase, securities in the Company at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price.
• Our warrants are exercisable for shares of our common stock, which exercises will increase the number of shares of common stock eligible for future resale in the public market and result in dilution to our existing stockholders.
• Our warrants may not be exercised at all or may be exercised on a cashless basis and we may not receive any cash proceeds from the exercise of the warrants.

Future Outlook

The document does not provide a specific future outlook, but it discusses the potential impact of the resale of shares and warrants on the company's stock price.

Industry Context

The document does not provide specific industry context.

Stakeholder Impact

• The document discusses the potential impact on shareholders due to the resale of shares and warrants, which could cause the stock price to fall.

Key Dates

Keywords

resale, common stock, warrants, registration statement, selling securityholders, CXApp, Streeterville, private placement, Securities Purchase Agreement, BTIG, KINS