Business
CXApp : Private Placement Form 8 K
CXApp : Private Placement Form 8
About this update from Cxapp Inc.
Item 3.02 Unregistered Sales of Equity Securities. CXApp, Inc. (the "Company") issued an aggregate of 1,213,809 shares of common stock (the "Exchange Common Shares") to the holder of that certain outstanding promissory note of the Company issued on December 15, 2023 (the "December 2023 Note"), at a price between $1.57 and $1.83 per share, in each case equal to the Minimum Price as defined in Nasdaq Listing Rule 5635(d) in connection with the terms and conditions of Exchange Agreements, dated December 9, 2024, December 10, 2024, December 17, 2024 and December 26, 2024, pursuant to which the Company and the holder agreed to (i) partition new promissory notes in the form of the December 2023 Note in the aggregate original principal amount equal to approximately $2,027,500 and then cause the outstanding balance of the December 2023 Note to be reduced by an aggregate of approximately $2,027,500; and (ii) exchange the partitioned notes for the delivery of the Exchange Common Shares. The offer and sale of the Exchange Common Shares was not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act, in that (a) the Exchange Common Shares were issued in exchanges for partitioned notes which are other outstanding securities of the Company; (b) there was no additional consideration of value delivered by the holder in connection with the exchanges; and (c) there were no commissions or other remuneration paid by the Company in connection with the exchanges. As of December 26, 2024, the Company has 18,641,170 shares of common stock outstanding.