CXAI · CXApp Inc.

This unregistered issuance represents a material equity financing event for CXApp Inc., delivering immediate capital through a structured, multi-date drawdown under pre-negotiated prepaid purchase agreements. The issuance of over 7.3 million shares — approximately 10–15% of typical small-cap public float thresholds — carries significant dilution risk for existing shareholders, particularly given the absence of concurrent disclosure regarding intended use of proceeds or strategic rationale. The declining price per share across the three issuance dates ($0.154427 → $0.144872) may reflect either contractual pricing mechanisms (e.g., volume-weighted average price floors or discounts to market) or deteriorating market conditions during the execution window, though the filing states no such context. Reliance on Section 4(a)(2) means these shares are restricted securities, subject to resale limitations under Rule 144, reducing near-term liquidity impact but also signaling limited market confidence in registered follow-on capacity. The transaction stems from agreements signed in August and October 2025 under a broader March 2025 Securities Purchase Agreement — indicating a sustained reliance on this single investor for capital, raising concentration risk. No financial covenants, governance rights, or conversion features are disclosed, leaving investors without visibility into structural protections or future obligations.