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Item 5. Other Information

2026-05-13 compared with 2025-11-12 · 9 added, 62 removed, 23 unchanged (76% of the section changed)

Other Information

Trading Arrangements and Policies

the three months ended September 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

Proxy Statement Correction

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.

Audit-Related fees

All Other Fees

following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

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.

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.

Sponsor Support Agreement, dated as of September 25, 2022, by and among KINS Capital LLC, KINS Technology Group Inc., Inpixon and CXApp Holding Corp.

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).

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).

Amended and Restated Bylaws of the Company, effective as of November 8, 2024.

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).

Specimen CXApp Inc.

Class A Common Stock Certificate.

Specimen CXApp Inc.

Class C Common Stock Certificate.

Specimen Warrant Certificate of the Company.

Employee Matters Agreement, dated March 14, 2023, by and among KINS, KINS Merger Sub Inc., Inpixon, and Legacy CXApp.

Tax Matters Agreement, dated March 14, 2023, by and among KINS, Inpixon, and Legacy CXApp.

Transition Services Agreement, dated March 14, 2023, by and between Inpixon and Legacy CXApp.

Consulting Agreement, dated March 14, 2023, by and between Design Reactor, Inc.

and 3AM, LLC.

Employment Agreement, dated as of January 9, 2023, by and between Design Reactor, Inc.

and Khurram Sheikh.

2023 Equity Incentive Plan.

Securities Purchase Agreement, dated as of May 22, 2024, by and between CXApp Inc.

and Streeterville Capital, LLC.

Exchange Agreement, dated as of January 6, 2025, by and between CXApp Inc.

and Streeterville Capital, LLC.

Exchange Agreement, dated as of January 17, 2025, by and between CXApp Inc.

and Streeterville Capital, LLC.

Insider Trading Arrangements and Policies

During the three months ended March 31, 2026, no director or officer of CXApp notified CXApp of the adoption , modification or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Securities Purchase Agreement, dated as of March 27, 2026, by and between CXApp Inc.

and Avondale Capital, LLC.

Code of Ethics and Business Conduct of CXApp Inc.

Pre-Paid Purchase #1, dated as of March 27, 2026, between CXApp Inc.

and Avondale Capital, LLC.

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.

12 unchanged sentences

Furnished herewith.