Private Placement (Form 8-K)

Item 3.02 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 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, for transactions not involving a public offering.