Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Pre-Paid Purchase #3 with Avondale Capital, LLC

On October 17, 2025, CXApp Inc. (the "Company") entered into Pre-Paid Purchase #3 (the "Pre-Paid Purchase #3") with Avondale Capital, LLC ("Avondale"), pursuant to the Securities Purchase Agreement the Company entered into with Avondale on March 26, 2025 (the "Purchase Agreement").

Under the Pre-Paid Purchase #3, Avondale paid the purchase price of $5,000,000 to the Company, and the Company promises to pay Avondale $5,250,000 and any interest, fees, charges, and late fees accrued thereunder in accordance with the terms set forth therein, and to pay interest on the outstanding balance at the rate of five percent per annum until the outstanding balance is paid in full. The Pre-Paid Purchase #3 carries an original issue discount of $250,000.

Under the Purchase Agreement, Avondale, at its option, may require the Company to issue shares of common stock ("Purchase Shares"), from time to time, in satisfaction of all or part of the outstanding balance of the Pre-Paid Purchase #3. Under the Pre-Paid Purchase #3, if Avondale elects to receive Purchase Shares, the Purchase Share purchase price will be determined as the lower of (i) $0.9142, or (ii) 91% of the lowest daily volume weighted average price during the ten consecutive trading days immediately preceding the relevant purchase notice date, but in any event not lower than $0.1524 (the "Floor Price"), which may be subject to change in the future to the extent permitted by stock exchange rules in effect at the time of such change.

The Pre-Paid Purchase #3 is unsecured and contains customary events of defaults, representations, warranties, and covenants.

This description is qualified in its entirety by reference to the text of the Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 1, 2025, and the Pre-Paid Purchase #3, a copy of which is attached hereto as Exhibit 10.1, in each case incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03 to the extent required.

Item 3.02 Unregistered Sales of Equity Securities.

Information set forth in Item 1.01 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 future to the extent permitted by stock exchange rules in effect at the time of such change), is approximately 34,448,818 shares.

The Company also issued an aggregate of 1,583,633 shares of common stock to Avondale under a Pre-Paid Purchase #1, dated as of March 26, 2025, which was entered into pursuant to the Purchase Agreement. The shares of common stock were issued between October 9, 2025 and October 20, 2025, at a price between $0.6481 and $0.6739 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 1933, as amended.