CXApp Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 4, 2025, the Board of Directors of CXApp Inc. (the “Company”) approved, and the Company filed with the Delaware Secretary of State, a Certificate of Validation (the “Certificate”) pursuant to Section 204 of the Delaware General Corporation Law (“DGCL”). The Certificate ratifies and validates the Company’s Second Amended and Restated Certificate of Incorporation (the “Second A&R Charter”), which had been duly adopted by the Company’s stockholders but, due to a clerical omission, was not filed with the Delaware Secretary of State on March 14, 2023. The Company’s stockholders had previously approved the Second A&R Charter at the special meeting reported in the Company’s Form 8-K filed March 10, 2023.
Under DGCL Section 204, the Certificate deems the Second A&R Charter to have become effective as of 5:00 p.m. (Eastern Time) on March 14, 2023. As a result, all corporate actions taken by the Company in reliance on the Second A&R Charter since that date, including the issuance of shares of Class C Common Stock, are retroactively validated and are no longer void or voidable by reason of the prior failure to file.
The foregoing description of the Certificate and the Second A&R Charter does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate and the Second A&R Charter, which are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.
The Certificate has been filed, but not yet approved by the Delaware Secretary of State. There is no guarantee that the Certificate will be approved. In the event that Company is required by the Delaware Secretary of State to amend the Certificate, or is required to include any additional document, an amendment to this Current Report on Form 8-K will be filed with the Securities and Exchange Commission (“SEC”) disclosing such amendment as applicable.
| Item 8.01 | Other Events. |
Stockholder Notice.
Pursuant to Section 204(g) of the DGCL, the Company is required to send all of our current stockholders and stockholders as of the day of the defective corporate act, the resolutions adopted by the Board ratifying the defective corporate act within sixty (60) days of such resolutions, which occurred on August 4, 2025 (the “Notice”). Section 204(g) of the DGCL authorizes the Company, as a company with a class of stock listed on a national securities exchange, to provide such Notice in a document publicly filed by the Company with the SEC pursuant to §13, §14 or §15(d) (15 U.S.C. §78m, §77n or §78o(d)) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or the corresponding provisions of any subsequent United States federal securities laws, rules or regulations.
Accordingly, a copy of the Notice is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference in its entirety.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements related to the approval of the Certificate, and other statements that are not historical facts. Any statements contained in this communication that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements may be identified by the use of words referencing future events or circumstances such as “expect,” “intend,” “plan,” “anticipate,” “believe,” “will,” and similar expressions and their variants. These forward-looking statements are based upon the Company’s current expectations. Forward-looking statements involve risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks relating to the approval of the Certificate filed with the Delaware Secretary of State.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Validation, filed with the Delaware Secretary of State on August 4, 2025 | |
| 3.2 | Second Amended and Restated Certificate of Incorporation | |
| 99.1 | Stockholder Notice, dated August 4, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CXApp Inc. | |||
| Date: August 4, 2025 | By: | /s/ Khurram P. Sheikh | |
| Name: | Khurram P. Sheikh | ||
| Title: | Chairman and Chief Executive Officer | ||
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