Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

CXApp Inc. (the "Company") issued an aggregate of 7,304,178 shares of common stock to Avondale Capital, LLC ("Avondale") under a Pre-Paid Purchase #2, dated as of August 7, 2025, and a Pre-Paid Purchase #3, dated as of October 17, 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 April 13, 2026, April 16, 2026 and April 17, 2026, at a price of $0.154427, $0.144872 and $0.144872 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.