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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 14, 2023
CXAPP INC.
(Exact Name of Registrant as Specified in Charter)
Delaware |
|
001-39642 |
|
85-2104918 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
Four Palo Alto Square, Suite 200
3000 El Camino Real
Palo Alto, CA |
|
94301 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(650) 575-4456
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading
Symbols |
|
Name of each exchange
on which registered |
Common Stock, par value $0.0001 per share |
|
CXAI |
|
The Nasdaq Stock Market LLC |
Warrants to purchase Common Stock |
|
CXAIW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.01 |
Entry into Material Definitive Agreement. |
On July 14, 2023, CXApp Inc. (the “Company”) entered into
a Warrant Exchange Agreement (the “Agreement”) with an unaffiliated third party investor (the “Warrant Holder”)
with respect to warrants to purchase an aggregate of 2,000,000 shares of its common stock, par value $0.0001 per share (the “Common
Stock”) initially issued by the Company in its initial public offering on December 15, 2020 (the “Public Warrants”).
Pursuant to the Agreement, on July 14 2023, the Company is issuing an aggregate of 600,000 shares of Common Stock to the Warrant Holder
in exchange for the surrender and cancellation of the Public Warrants held by such holder.
The above summary of the Agreement does not purport to be complete
and is qualified in its entirety to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and are qualified herein by this reference.
Item 3.02 |
Unregistered Sales of Equity Securities. |
The disclosures set forth above under Item 1.01 are incorporated herein
by reference. The issuance by the Company of the shares of Common Stock in exchange for the surrender and cancellation of the Public Warrants
is being made in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.
On July 14, 2023, the Company issued a press release announcing the
exchange offer and other business updates. A copy of this press release is attached as Exhibit 99.1 hereto.
Item 9.01 |
Financing Statements and Exhibits. |
(d) Exhibits.
| * | Portions of this exhibit have
been omitted in compliance with Item 601 of Regulation S-K. |
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.
Dated: July 14, 2023
|
By: |
/s/ Khurram P. Sheikh |
|
Name: |
Khurram P. Sheikh |
|
Title: |
Chairman and Chief Executive Officer |
Exhibit 10.1
FORM
OF WARRANT EXCHANGE AGREEMENT
This
Warrant Exchange Agreement (this “Agreement”) is made and entered into as of July 14, 2023 (the “Effective
Date”), by and among CXApp Inc., a Delaware corporation (the “Company”), and ______________ (the “Holder”
and, together with the Company, the “parties”).
RECITALS
WHEREAS,
the Holder currently owns warrants (collectively, the “Existing Warrants”), each of which is exercisable to purchase
one common share of the Company, par value $0.0001 per share (the “Common Stock”);
WHEREAS,
subject to the terms and conditions set forth herein, the Company and the Holder desire to cancel and retire 2,000,000 of Holder’s
Existing Warrants in exchange for 600,000 shares of Common Stock (collectively, the “Exchange Shares”); and
WHEREAS,
the exchange of the Existing Warrants for the Exchange Shares (the “Exchange”) is being made in reliance upon the
exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (together with the rules and regulations
thereunder, the “Securities Act”).
NOW,
THEREFORE, in consideration of the premises and the agreements set forth below, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as follows:
Article
I
Exchange
Section 1.1 Exchange
of Existing Warrants. Upon the terms and subject to the conditions of this Agreement, the Holder hereby conveys, assigns,
transfers and surrenders the Existing Warrants to the Company and, in exchange, the Company shall cancel the Existing Warrants and
issue the Exchange Shares to the Holder. In connection with the Exchange, the Holder hereby relinquishes all rights, title and
interest in the Existing Warrants (including any claims the Holder may have against the Company related thereto other than for
receipt of the Exchange Shares) and assigns the same to the Company. The issuance of the Exchange Shares to the Holder will be made
without registration of such Exchange Shares under the Securities Act, in reliance upon the exemption therefrom provided by
Section 3(a)(9) of the Securities Act and accordingly, the Exchange Shares will be issued by the Company to the Holder without
any restrictive legends.
Section 1.2 Issuance
of Exchange Shares. Within one (1) business day after the execution and delivery of this Agreement by the Company and delivery
of the Existing Warrants by the Holder, the Company shall use commercially reasonable efforts to cause its transfer agent,
Continental Stock Transfer & Trust Company (the “Transfer Agent”), to issue to the Holder the Exchange Shares
as soon as practicable thereafter, and shall cause the Exchange Shares to be transmitted to the Holder by crediting the
Holder’s Depository Trust Company (“DTC”) account through DTC’s Deposit/Withdrawal at Custodian
(“DWAC”) system pursuant to the Holder’s instructions as set forth in the Holder’s signature page
hereto, and (ii) the Holder shall deliver, or caused to be delivered, to the Transfer Agent, the Existing Warrants from their DTC
account through the DWAC system for the Exchange, and such Existing Warrants shall be deemed automatically cancelled in full and of
no force and effect.
Article
II
Representations, Warranties and Covenants of the Holder
The
Holder hereby makes the following representations, warranties and covenants, each of which is true and correct on the date hereof, and
shall survive the consummation of the transactions contemplated hereby to the extent set forth herein:
Section 2.1 Existence
and Power.
(a) The
Holder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized.
(b) The
Holder has all requisite power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and
to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement, and the consummation of
the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Holder, and no further consent,
approval or authorization is required by the Holder in order for the Holder to execute, deliver and perform this Agreement and consummate
the transactions contemplated hereby.
Section 2.2 Valid
and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by the Holder and, assuming due execution
and delivery by the Company, constitutes the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance
with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting or relating to the enforcement of creditors’ rights generally, and (b) general principles of equity.
Section 2.3 Section 3(a)(9).
The Holder understands that the Exchange Shares are being offered and issued in reliance on specific provisions of federal and state
securities laws, specifically Section 3(a)(9) of the Securities Act, and not pursuant to a registration statement of the Company,
and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings
of the Holder set forth herein for purposes of qualifying for exemptions from registration under the Securities Act and applicable state
securities laws.
Section 2.4 Title
to Warrants. The Holder owns and holds, beneficially and of record, the entire right, title, and interest in and to its Existing
Warrants, free and clear of any Liens (as defined below). The Holder has the full power and authority to transfer and dispose of the
Existing Warrants and will deliver such Existing Warrants free and clear of any Lien other than restrictions under the Securities Act
and applicable state securities laws and except as set forth herein the Holder has not, in whole or in part, (i) assigned, transferred,
hypothecated, pledged or otherwise disposed of the Existing Warrants or its rights in such Existing Warrants, or (ii) given any person
or entity any transfer order, power of attorney, vote, plan, pending proposal or other right of any nature whatsoever with respect to
such Existing Warrants which would limit the Holder’s power to transfer the Existing Warrants hereunder. As used herein, “Liens”
shall mean any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional
sale, or other title claim or retention agreement, interest or other right or claim of third parties, whether perfected or not perfected,
voluntarily incurred or arising by operation of law, and including any agreement (other than this Agreement) to grant or submit to any
of the foregoing in the future.
Section 2.5 Non-Contravention.
The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated
hereby do not and will not (i) result in any violation of the provisions of the organizational documents of the Holder or (ii) constitute
or result in a breach, violation, conflict or default under any indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which the Holder is a party or by which the Holder is bound or to which any of the property or assets of the Holder
is subject, or any statute, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Holder
or any of its properties or cause the acceleration or termination of any obligation or right of the Holder, except in the case of clause
(ii) above for such breaches, conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably
be expected to materially adversely affect the ability of the Holder to perform its obligations hereunder.
Section 2.6 Investment
Decision.
(a) (i)
The Holder is a sophisticated investor acquiring the Exchange Shares in the ordinary course of its business and has such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risks of investing in the Exchange Shares
and has so evaluated the merits and risks of investing in the Exchange Shares, (ii) the Holder is able to bear the entire economic risk
of investing in the Exchange Shares, (iii) the Holder is investing in the Exchange Shares with a full understanding of all of the terms,
conditions and risks of such an investment and willingly assume those terms, conditions and risks and (iv) the Holder has not relied
on any statement or other information provided by any person concerning the Company, the Exchange or the Exchange Shares.
(b) The
Holder acknowledges that an investment in the Exchange Shares involves a high degree of risk, and the Exchange Shares are, therefore,
a speculative investment. The Holder acknowledges that the terms of the Exchange have been established by negotiation between the Company
and the Holder. The Holder acknowledges that the Company has not given any investment advice, rendered any opinion or made any representation
to the Holder about the advisability of this decision or the potential future value of any of the Existing Warrants. THE HOLDER ACKNOWLEDGES
THAT, BY EXCHANGING THE EXISTING WARRANTS FOR COMMON SHARES PURSUANT TO THIS AGREEMENT, THE HOLDER WILL NOT BENEFIT FROM ANY FUTURE APPRECIATION
IN THE MARKET VALUE OF THE EXISTING WARRANTS.
(c) The
Holder has been given full and adequate access to information relating to the Company, including its business, finances and operations
as the Holder has deemed necessary or advisable in connection with the Holder’s evaluation of the Exchange. The Holder has not
relied upon any representations or statements made by the Company or its agents, officers, directors, employees or stockholders in regard
to this Agreement or the basis thereof. The Holder has sought such accounting, legal and tax advice as it has considered necessary to
make an informed investment decision with respect to its acquisition of the Exchange Shares and is not relying on the Company or any
of its affiliates for any such advice. The Holder has had the opportunity to review the Company’s filings with the Securities and
Exchange Commission. The Holder and its advisors, if any, have been afforded the opportunity to ask questions of the Company. The Holder
has made an independent decision to exchange its Existing Warrants for Exchange Shares and is relying solely on its own accounting, legal
and tax advisors, and not on any statements of the Company or any of its agents or representatives, for such accounting, legal and tax
advice with respect to its acquisition of the Exchange Shares and the transactions contemplated by this Agreement.
(d) The
Holder is not (i) an “affiliate” of the Company (as defined in Rule 144 under the Securities Act) or (ii) the “beneficial
owner” (as that term is defined under the Exchange Act of 1934, as amended) of more than 10% of the Company’s outstanding
shares of Common Stock, assuming that the Company’s outstanding shares of Common Stock are as set forth on the cover page of its
most recent Quarterly Report on Form 10-Q.
Section 2.7 No
Additional Consideration. The Holder is not providing anything of value for the Exchange Shares other than the Existing Warrants.
Section 2.8 No
Remuneration. Neither the Holder nor anyone acting on the Holder’s behalf has paid or given any person a commission or other
remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange.
Article
III
Representations, Warranties and Covenants of the Company
The
Company hereby makes the following representations, warranties and covenants each of which is true and correct on the date hereof and
shall survive the consummation of the transactions contemplated hereby to the extent set forth herein.
Section 3.1 Existence
and Power.
(a) The
Company is duly incorporated, validly existing and in good standing under the laws of Delaware.
(b) The
Company has all requisite power, authority and capacity to enter into this Agreement and consummate the transactions contemplated hereby.
The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby,
including, without limitation, the issuance of all of the Exchange Shares hereunder, have been duly authorized by all necessary action
on the part of the Company and its board of directors (or a duly authorized committee thereof) (the “Board of Directors”),
and no further consent, approval or authorization is required by the Company or of its Board of Directors or its shareholders in order
for the Company to execute, deliver and perform this Agreement and consummate the transactions contemplated hereby, including, without
limitation, the issuance of all of the Exchange Shares hereunder.
(c) The
execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated
hereby will not (i) result in any violation of the provisions of the certificate or articles of incorporation or by-laws (or other organizational
documents) of the Company or (ii) constitute or result in a breach, violation, conflict or default under any indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which
any of the property or assets of the Company is subject, or any statute, order, rule or regulation of any court or governmental agency
or body having jurisdiction over the Company or any of its properties or cause the acceleration or termination of any obligation or right
of the Company, except in the case of clause (ii) above for such breaches, conflicts, defaults, rights or violations which would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. As used in this Agreement,
the term “Material Adverse Effect” shall mean a material adverse effect on the business, condition (financial or otherwise),
properties or results of operations of the party, or an event, change or occurrence that would materially adversely affect the ability
of the party to perform its obligations under this Agreement.
Section 3.2 Valid
and Enforceable Agreement; Authorization. This Agreement has been duly executed and delivered by the Company and, assuming due execution
and delivery by the Holder, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting or relating to the enforcement of creditors’ rights generally, and (b) general principles of equity.
Section 3.3 Valid
Issuance of the Exchange Shares. The Exchange Shares, when issued and delivered in accordance with the terms and for the consideration
set forth in this Agreement, will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, taxes,
Liens, charges and other encumbrances with respect to the issue thereof. Assuming the accuracy of the representations of the Holder in
Article II of this Agreement, the Exchange Shares will be issued in compliance with all applicable federal and state securities laws.
The offer and issuance of the Exchange Shares is exempt from registration under the Securities Act pursuant to the exemption provided
by Section 3(a)(9) thereof.
Section 3.4 No
Remuneration. Neither the Company nor anyone acting on the Company’s behalf has paid or given any commission or other remuneration
to any person directly or indirectly in connection with or in order to solicit or facilitate the Exchange.
Section 3.5 Registration.
The Company hereby represents and warrants that the Existing Warrants were issued by the Company pursuant to a registration statement
(registration number 333-249177) that was effective at the time of issuance of the applicable Existing Warrants. In addition, the Company
hereby represents and warrants that any shares of Common Stock that would be issued upon exercise of the Existing Warrants would be issued
pursuant to a registration statement (registration number 333-271340) that is currently effective.
Article
IV
Miscellaneous Provisions
Section 4.1 Issuance
of Form 8-K. On or before 9:00 a.m. (New York City time) on July __, 2023, the Company shall file a Current Report on Form 8-K
with the Securities and Exchange Commission disclosing all material terms of the transaction contemplated hereunder (“8-K Filing”).
From and after the issuance of the 8-K Filing, the Company represents to the Holder that it shall not be in possession of any material,
nonpublic information received from the Company or any of its officers, directors, employees or agents, that is not disclosed in the
8-K Filing, solely by virtue of its participation in the transactions contemplated by this Agreement. In addition, effective upon the
filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,
whether written or oral, between the Company or any of its officers, directors, employees or agents, on the one hand, and the Holder
or its respective affiliates, on the other hand, related to the transactions contemplated hereby or with respect to information shared
in connection herewith shall terminate.
Section 4.2 Survival
of Representations and Warranties. The agreements of the Company, as set forth herein, and the respective representations and warranties
of the Holder and the Company as set forth herein in Articles II and III, respectively, shall survive the consummation of the transactions
contemplated herein.
Section 4.3 Notice.
Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed first class mail (postage
prepaid) with return receipt requested or sent by reputable overnight courier service (charges prepaid):
(a) if
to the Holder, at its respective address set forth in the signature page hereto; and
(b) if
to the Company, at its address, as follows:
CXApp
Inc.
Four
Palo Alto Square, Suite 200
3000
El Camino Real
Palo
Alto, CA 94306
Attention:
Khurram P. Sheikh, CEO
Email:
khurram@cxapp.com
with
a copy to (which shall not constitute notice):
Skadden,
Arps, Slate, Meagher & Flom LLP
525
University Avenue, Suite 1400
Palo
Alto, CA 94301
Attention:
Michael J. Mies
Email:
michael.mies@skadden.com
Each
party hereto by notice to the other party may designate additional or different addresses for subsequent notices or communications. All
notices and communications will be deemed to have been duly given (i) at the time delivered by hand, if personally delivered; (ii) five
business days after being deposited in the mail, postage prepaid, if mailed; (iii) when receipt acknowledged, if transmitted by email;
and (iv) the next business day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.
Section 4.4 Entire
Agreement. This Agreement and the other documents and agreements executed in connection with the Exchange embody the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or
written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among
the parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation, any
term sheets, emails or draft documents.
Section 4.5 Assignment;
Binding Agreement. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding
upon the parties hereto and their successors and assigns.
Section 4.6 Counterparts.
This Agreement may be executed in multiple counterparts, and on separate counterparts, each of which shall be deemed an original, but
all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereupon delivered by facsimile
or in portable document format (.pdf) shall be deemed for all purposes as constituting good and valid execution and delivery of this
Agreement by such party.
Section 4.7 Remedies
Cumulative. Except as otherwise provided herein, all rights and remedies of the parties under this Agreement are cumulative and without
prejudice to any other rights or remedies available at law.
Section 4.8 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State
of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City
of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient
forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process
and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for
such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall (i) limit, or be deemed to limit, in any way any right to serve process in any manner permitted
by law, (ii) operate, or shall be deemed to operate, to preclude the Holder from bringing suit or taking other legal action against the
Company in any other jurisdiction to collect on the Company’s obligations to the Holder or to enforce a judgment or other court
ruling in favor of the Holder. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.
Section 4.9 No
Third Party Beneficiaries or Other Rights. Nothing herein shall grant to or create in any person not a party hereto, or any such
person’s dependents or heirs, any right to any benefits hereunder, and no such party shall be entitled to sue any party to this
Agreement with respect thereto.
Section 4.10 Waiver;
Consent. This Agreement may not be changed, amended, terminated, augmented, rescinded or discharged (other than in accordance with
its terms), in whole or in part, except by a writing executed by the parties hereto. No waiver of any of the provisions or conditions
of this Agreement or any of the rights of a party hereto shall be effective or binding unless such waiver shall be in writing and signed
by the party claimed to have given or consented thereto. Except to the extent otherwise agreed in writing, no waiver of any term, condition
or other provision of this Agreement, or any breach thereof shall be deemed to be a waiver of any other term, condition or provision
or any breach thereof, or any subsequent breach of the same term, condition or provision, nor shall any forbearance to seek a remedy
for any noncompliance or breach be deemed to be a waiver of a party’s rights and remedies with respect to such noncompliance or
breach.
Section 4.11 Word
Meanings. The words such as “herein,” “hereof” and “hereunder” refer to this Agreement as a whole
and not merely to a subdivision in which such words appear unless the context otherwise requires. The singular shall include the plural,
and vice versa, unless the context otherwise requires. The masculine shall include the feminine and neuter, and vice versa, unless the
context otherwise requires.
Section 4.12 No
Broker. Neither party has engaged any third party as broker or finder or incurred or become obligated to pay any broker’s commission
or finder’s fee in connection with the transactions contemplated by this Agreement other than such fees and expenses for which
that particular party shall be solely responsible.
Section 4.13 Further
Assurances. The Holder and the Company each hereby agree to execute and deliver, or cause to be executed and delivered, such other
documents, instruments and agreements, and take such other actions, as either party may reasonably request in connection with the transactions
contemplated by this Agreement.
Section 4.14 Costs
and Expenses. The Holder and the Company shall each pay their own respective costs and expenses incurred in connection with the negotiation,
preparation, execution and performance of this Agreement, including, but not limited to, the fees and expenses of their respective advisers,
counsel, accountants and other experts, if any.
Section 4.15 Headings.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
Section 4.16 Severability.
If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable,
the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein
shall not be affected or impaired thereby.
[The
remainder of this page is intentionally left blank]
IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and delivered as of the date first above written.
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DWAC
Instructions for Exchange Shares:
Exhibit 99.1
CXApp
Inc. (Nasdaq: CXAI) Business Update:
Accelerating
AI Platform Deployment for the Future of Work
$5M
Cash Added to Balance Sheet with Warrant Exercises
Two
Fortune 200 Financial Services Customers Added Last Month
Palo
Alto, Calif., July 14, 2023 / -- CXApp Inc (Nasdaq : CXAI), the global technology leader in employee workplace experiences
provided a business update as it accelerates its Artificial Intelligence (AI) platform deployment and adoption.Detailed
financial results will be provided with our second quarter 2023 10-Q filing and earnings report anticipated in the second week of August.
Khurram
Sheikh, Chairman and CEO of CXApp said, “The CXAI SaaS platform is anchored on the intersection of customer experience (CX) and
artificial intelligence (AI) providing digital transformation for the physical workplace for enhanced experiences across people, places
and things.
We
are pleased to announce the following business updates as we make progress on our journey to shape the future of work:
| 1. | AI
(Artificial Intelligence) and Augmented Reality (AR) Technology Development |
| ● | Our
state-of-the-art technology platform is based on 37 filed patents, with 17 of them already
granted. This substantial intellectual property not only establishes our company as a technological
frontrunner but also secures our position as a pioneer in the industry. |
| ● | Our
AI tools and models are being built on the strong foundation of our full stack
software solution that provides contextual awareness using indoor mapping and on-device positioning
technology as well as the data collection of millions of data points from our enterprise
app. This new area of spatial intelligence creates the opportunity to personalize
the workplace experience at the same time as redefine the workplace environment. |
| ● | Our
AR application provides seamless integration of digital experiences with the
real world and transforms the way users navigate and interact with their environment. This
solution is currently in beta trials with existing customers for a projected launch in Q4
2023. |
| ● | Our
AI applications include both Generative AI as well as Analytics based solutions
that run the full myriad of use cases from search, wayfinding, discovery, recommendations
and behavioral patterns. These solutions are being trialed with existing customers for deployment
testing. |
| ● | Our
existing customer base has expanded to more than 450+ campuses with 20 unique enterprise
customers around the world in 59 countries. |
| ● | Our
AI and AR platform extends our ”land and expand” strategy of scaling our campus
deployments with value-based data rich applications |
| ● | We
added two new Fortune 200 logos as recurring revenue customers in the Financial Sector in
the last month. |
| ● | We
have optimized the operational cost structure with a net 50% operating expense reduction
as compared to prior to the acquisition. |
| ● | To
date, investors have redeemed approximately 435K warrants at $11.50 for a $5M in cash addition
to the balance sheet. |
| ● | As
disclosed in our Form 8-K, we have entered into a warrant exchange agreement that will reduce
the outstanding public warrants by over 15%. |
Khurram
Sheikh concluded “CXApp is a “category-maker” company that has developed the most engaging application for the hybrid
workplace market – in reality, this is the Workplace SuperApp with over 150 native features and 100+ API integrations.
We are excited to provide this update and look forward to sharing additional information in the coming month”.
This
press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe
for or buy, any securities, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable
law.
About
CXApp Inc
CXApp
Inc, The Workplace SuperApp, consolidates the services, features, and functions of your workplace tech stack into a single mobile app.
The CXApp SaaS solution suite includes an enterprise employee application, indoor mapping, on-device positioning, augmented reality technologies
and an AI-based analytics platform providing a full-stack software solution for enterprises. CXApp’s customers include major Fortune
500 Global Companies in the technology, financial, consumer, medical and media entertainment verticals.
www.cxapp.com
CXApp
Inc.: marketing@cxapp.com
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the Company may differ from its actual
results and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,”
“potential,” “continue,” or the negative or other variations thereof and similar expressions are intended to
identify such forward looking statements. These forward-looking statements include, without limitation, expectations with respect to
future performance of the Company, including projected financial information (which is not audited or reviewed by the Company’s
auditors), and the future plans, operations and opportunities for the Company and other statements that are not historical facts. These
statements are based on the current expectations of the Company’s management and are not predictions of actual performance. These
forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from
the expected results. Factors that may cause such differences include, but are not limited to: the impact of the COVID-19 pandemic on
our business, operations, results of operations and financial condition, including liquidity for the foreseeable future; the demand for
the Company’s services together with the possibility that the Company may be adversely affected by other economic, business, and/or
competitive factors or changes in the business environment in which the Company operates; changes in consumer preferences or the market
for the Company’s services; changes in applicable laws or regulations; the availability or competition for opportunities for expansion
of the Company’s business; difficulties of managing growth profitably; the loss of one or more members of the Company’s management
team; loss of a major customer and other risks and uncertainties included from time to time in the Company’s reports (including
all amendments to those reports) filed with the SEC. The Company cautions that the foregoing list of factors is not exclusive. You should
not place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or
accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by
law. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent
to the date of this communication.
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