CXApp Inc. 10-Q

Item 4. Controls and Procedures Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2025. The material weakness and remediation activities were discussed in Part II, Item 9A “Controls and Procedures” of the Company’s 2024 Annual Report filed on April 7, 2025. 46 Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management has developed and is implementing a comprehensive remediation plan to address the material weaknesses identified in internal control over financial reporting. For Tax Accounting Controls, the Company has enhanced review procedures and implemented automated reconciliation processes to improve the completeness and accuracy of income tax accruals, with a particular focus on state tax liabilities. The Company has also engaged external tax specialists to assist in refining accrual methodologies and strengthening related documentation and review processes. With respect to the Expense Accrual Process, the Company has revised its period-end close procedures to include standardized accrual checklists, earlier cut-off timelines, and enhanced management review controls. These measures are designed to improve the timeliness and accuracy of expense recognition, including legal and professional fees. The accounting team now performs monthly and quarterly analyses of recurring expenses to validate the completeness of accruals. For material and ad hoc contracts, targeted outreach is conducted to confirm expected accruals for the reporting period, further reinforcing the completeness and accuracy of expense recognition. Significant modifications to agreements and disputes are jointly reviewed by legal counsel and senior leadership, including the CEO and CFO, to ensure appropriate recognition and disclosure. For Fair Value Election and Embedded Derivatives, the Company has enhanced its accounting policy framework to ensure appropriate identification, bifurcation, and fair value measurement of financial instruments. A valuation specialist has been engaged to perform independent fair value assessments, and management performs quarterly reviews to validate the reasonableness and accuracy of those valuations. Management has implemented a structured contract review protocol that requires both the finance and legal teams to assess new and existing agreements for features that may give rise to embedded derivatives. This process includes a detailed checklist aligned with ASC 815 guidance and escalation procedures for contracts with contingent, variable, or non-standard terms. In addition, targeted training has been provided to accounting and finance personnel to strengthen technical competency and ensure compliance with applicable accounting standards. Management will continue to monitor the effectiveness of these remediation efforts and will complete additional enhancements as necessary to ensure sustainable improvement in the Company’s internal control environment. 47 PART II. OTHER INFORMATION Item 1. Legal Proceedings There is no material litigation, arbitration or governmental proceeding currently pending against CXApp or any members of its management team in their capacity as such. Item 1A. Risk Factors Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in the Annual Report on Form 10-K filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable.