Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

CXApp Inc. (the "Company") issued an aggregate of 10,028,891 shares of common stock to Avondale Capital, LLC ("Avondale") under a Pre-Paid Purchase #1, dated as of March 26, 2025, and a Pre-Paid Purchase #2, dated as of August 7, 2025, both of which were 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 on February 17, 2026, February 23, 2026, March 2, 2026, March 13, 2026, March 19, 2026 and March 23, 2026, at a price of $0.199381, $0.1843, $0.163163, $0.156793, $0.156793, and $0.166075 per share, respectively. 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.