8-K: CXApp Issues 3.2M Shares to Avondale Capital

CXApp Inc. announced the issuance of 3,266,615 common shares to Avondale Capital, LLC at $0.348985 per share under a pre-paid purchase agreement.

Summary

• CXApp Inc. (the Company) issued a total of 3,266,615 shares of common stock to Avondale Capital, LLC.
• The shares were issued on December 9, 2025, and December 10, 2025.
• The issuance price was $0.348985 per share.
• This transaction was conducted under a Pre-Paid Purchase #1 agreement, dated March 26, 2025, which was part of a broader Securities Purchase Agreement also dated March 26, 2025.
• The offer and sale of these shares were made in reliance on Section 4(a)(2) of the Securities Act of 1933, indicating a transaction not involving a public offering.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the dilutive nature of the share issuance at a relatively low price, even though it's an execution of a prior agreement. The filing itself is purely factual and does not contain overtly positive or negative operational news.

Negatives

• The issuance of 3,266,615 shares of common stock represents dilution for existing shareholders.
• The issuance price of $0.348985 per share is relatively low, which could be perceived negatively depending on the company's market valuation at the time of the agreement or issuance.

Risks

• The demand for the Company's services may be adversely affected by economic, business, and/or competitive factors or changes in the business environment.
• Changes in consumer preferences or the market for the Company's services could impact performance.
• Changes in applicable laws or regulations pose a risk.
• The availability or competition for opportunities for expansion of the Company's business could be challenging.
• Difficulties in managing growth profitably are a potential concern.
• The loss of one or more members of the Company's management team could negatively affect operations.
• The loss of a major customer represents a significant risk.

Future Outlook

The report includes standard forward-looking statements indicating that the Company's expectations, estimates, and projections may differ from actual results due to various significant risks and uncertainties. These statements cover future performance, including unaudited projected financial information, and future plans, operations, and opportunities. The Company does not undertake to update these statements unless required by law.

Management Comments

• Khurram P. Sheikh, Chairman and Chief Executive Officer, signed the report on behalf of CXApp Inc.

Industry Context

The filing does not provide specific industry context beyond the general business environment risks mentioned in the forward-looking statements. This transaction is an internal financing event for CXApp Inc. and does not directly relate to broader industry trends or competitor activities within the filing itself.

Stakeholder Impact

• Existing shareholders will experience dilution due to the issuance of additional common stock.
• Avondale Capital, LLC's stake in CXApp Inc. will increase as a result of receiving 3,266,615 shares.

Key Dates

Keywords

CXApp, CXAI, equity issuance, common stock, Avondale Capital, unregistered sale, private placement, SEC filing, 8-K