UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events
Inability to Timely File Form 10-K
As previously reported in the Notification of Late Filing on Form 12b-25 filed by CXApp Inc. (“Company”) with the Securities and Exchange Commission (“SEC”) on March 29, 2024 (the “Form 12b-25”), the Company was unable to file the Form 10-K within the prescribed period due to the delay in the audit of the Company’s financial statements in connection with its recent business combination with its precedecessor, specifically related to the interim stub period from January 1, 2023 to March 14, 2023. Subsequent to filing the Form 12b-25, the Company continued to dedicate significant resources to the completion of the Form 10-K but was unable to file the Form 10-K by April 16, 2024, the end of the extension period provided by the Form 12b-25. The Company requires additional time to complete the review and audit procedures required for the fiscal year. The Company is working diligently to complete the necessary work to file the Form 10-K as soon as practicable.
Impact on Sales Pursuant to Rule 144
Until such time as the Company files its Form 10-K and is otherwise current in its filings with the SEC, Company stockholders will be unable to utilize Rule 144 for sales of restricted securities.
Impact on Nasdaq Listing
The Company’s common stock currently is listed on the Nasdaq Capital Market (“Nasdaq”). Failure by the Company to timely file the Form 10-K is expected to generate a notification letter from Nasdaq that the Company is no longer in compliance with the Nasdaq requirement for the timely filing of all required financial reports with the SEC. Such a notification letter, if received, is expected to grant the Company 60 days from the date of such notice to file the Form 10-K.
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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.
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CXApp Inc. | |
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Date: April 17, 2024 |
By: |
/s/ Khurram P. Sheikh |
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Name: |
Khurram P. Sheikh |
| Title: | Chairman and Chief Executive Officer | |
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