CXApp Inc. 10-Q

Item 5. Other Information Insider Trading Arrangements and Policies During the three months ended June 30, 2025, no director or officer of CXApp notified CXApp of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Definitive Proxy Statement Correction On April 17, 2025, CXApp filed its definitive proxy statement on Schedule 14A for the annual meeting of shareholders held on May 20, 2025 (the “Proxy Statement”). The Company has determined that the Proxy Statement inadvertently misstated the fees for audit and other services provided by Withum for the fiscal year 2024 under Proposal 7: Ratification of the Selection of our Independent Registered Public Accounting Firm. The following table shows the corrected fees. CXApp does not believe this correction affects the outcome of any proposals presented at the annual meeting. Fees 2024 2023 Audit Fees $ 319,000 $ 235,000 Audit-Related fees - - Tax Fees 38,000 9,000 All Other Fees 25,000 - Total $ 382,000 $ 244,000 43 Item 6. Exhibits The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. 2.1 (1) Agreement and Plan of Merger, dated as of September 25, 2022, by and among KINS Technology Group Inc., Inpixon, CXApp Holding Corp. and KINS Merger Sub Inc. 2.2 (1) Separation and Distribution Agreement, dated as of September 25, 2022, by and among KINS Technology Group Inc., Inpixon, CXApp Holding Corp. and Design Reactor, Inc. 2.3 (1) Sponsor Support Agreement, dated as of September 25, 2022, by and among KINS Capital LLC, KINS Technology Group Inc., Inpixon and CXApp Holding Corp. 3.1 Second Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to the Company’s Registration Statement on Form S-3 filed on August 11, 2025). 3.2 Certificate of Amendment to the Restated Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on March 17, 2023 (incorporated by reference to the Company’s Registration Statement on Form S-3 filed on August 11, 2025). 3.3 (3) Amended and Restated Bylaws of the Company, effective as of November 8, 2024. 4.1 Warrant Agreement, dated as of December 14, 2020, by and between KINS and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference from Exhibit 4.1 on KINS’ Form 8-K, filed December 21, 2020). 4.2 (2) Specimen CXApp Inc. Class A Common Stock Certificate. 4.3 (2) Specimen CXApp Inc. Class C Common Stock Certificate. 4.4 (2) Specimen Warrant Certificate of the Company. 10.1 (2)(#) Employee Matters Agreement, dated March 14, 2023, by and among KINS, KINS Merger Sub Inc., Inpixon, and Legacy CXApp. 10.2 (2) Tax Matters Agreement, dated March 14, 2023, by and among KINS, Inpixon, and Legacy CXApp. 10.3 (2) Transition Services Agreement, dated March 14, 2023, by and between Inpixon and Legacy CXApp. 10.4 (2)(#) Consulting Agreement, dated March 14, 2023, by and between Design Reactor, Inc. and 3AM, LLC. 10.5 (#) Employment Agreement, dated as of January 9, 2023, by and between Design Reactor, Inc. and Khurram Sheikh. (incorporated by reference to the Company’s Current Report on Form 8-K filed on March 31, 2023) 10.6 (2)(#) CXApp Inc. 2023 Equity Incentive Plan. 10.7 (4) Securities Purchase Agreement, dated as of May 22, 2024, by and between CXApp Inc. and Streeterville Capital, LLC. 10.8 (5) Exchange Agreement, dated as of January 6, 2025, by and between CXApp Inc. and Streeterville Capital, LLC. 10.9 (5) Exchange Agreement, dated as of January 17, 2025, by and between CXApp Inc. and Streeterville Capital, LLC. 10.10 (5) Securities Purchase Agreement, dated as of March 26, 2025, by and between CXApp Inc. and Avondale Capital, LLC. 14.01 (2) Code of Ethics and Business Conduct of CXApp Inc. 31.1 (*) Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 (*) Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 (**) Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 (**) Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Labels Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document * Filed herewith. ** Furnished herewith. (1) Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 26, 2022. (2) Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 20, 2023. (3) Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed on November 12, 2024. (4) Incorporated by reference to the Company’s Annual Report on Form 10-K filed on May 24, 2024. (5) Incorporated by reference to the Company’s Annual Report on Form 10-K filed on April 7, 2025. # Indicates a management contract or compensatory plan. 44 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CXAPP INC. Date: August 12, 2025 By: /s/ Khurram Sheikh Name: Khurram Sheikh Title: Chairman, Chief Executive Officer and Director (Principal Executive Officer) Date: August 12, 2025 By: /s/ Joy Mbanugo Name: Joy Mbanugo Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 45