CXApp Inc. 10-Q

Item 1: Financial Statements CXAPP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) March 31, 2026 December 31, 2025 (unaudited) Assets Current Assets Cash and cash equivalents $ 12,342 $ 11,101 Accounts receivable 907 789 Unbilled and other receivables 278 178 Prepaid expenses and other current assets 665 765 Total current assets 14,192 12,833 Property and equipment, net 30 39 Intangible assets, net 11,990 12,672 Operating lease right-of-use asset, net 120 224 Goodwill 6,589 6,589 Other assets 72 73 Total Assets $ 32,993 $ 32,430 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable $ 1,015 $ 766 Accrued liabilities 2,428 2,281 Deferred revenue 1,986 1,465 Warrant liability 673 1,051 Operating lease obligation, current 109 195 Total current liabilities $ 6,211 $ 5,758 Operating lease obligation, noncurrent 12 31 Convertible debt 10,825 12,659 Total Liabilities $ 17,048 $ 18,448 Commitments and Contingencies Stockholders’ Equity Class A Common Stock, $ 0.0001 par value; 200,000,000 shares authorized; 57,594,596 shares issued and outstanding as of March 31, 2026 and 33,773,696 shares issued and outstanding as of December 31, 2025 6 3 Additional paid-in capital 110,627 104,691 Accumulated other comprehensive loss ( 3 ) ( 30 ) Accumulated deficit ( 94,685 ) ( 90,682 ) Total Stockholders’ Equity $ 15,945 $ 13,982 Total Liabilities and Stockholders’ Equity $ 32,993 $ 32,430 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 1 CXAPP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited, in thousands, except share and per share data) Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Revenues $ 950 $ 1,224 Cost of Revenues 160 150 Gross Profit $ 790 $ 1,074 Operating Expenses Research and development 1,502 1,476 Sales and marketing 413 594 General and administrative 2,316 2,066 Amortization of intangible assets 683 683 Total Operating Expenses 4,914 4,819 Loss from Operations ( 4,124 ) ( 3,745 ) Other Income (Expense) Interest income (expense), net 17 ( 37 ) Change in fair value of derivative liability 178 2,196 Loss on debt extinguishment - ( 48 ) Other income (expense), net ( 72 ) 18 Total Other Income (Expense) 123 2,129 Loss, before tax ( 4,001 ) ( 1,616 ) Provision for income tax ( 2 ) - Net Loss $ ( 4,003 ) $ ( 1,616 ) Unrealized foreign exchange gain (loss) from cumulative translation adjustments 27 ( 1 ) Comprehensive Loss $ ( 3,976 ) $ ( 1,617 ) Basic and diluted weighted average shares outstanding, Class A common stock 45,206,703 19,678,147 Basic and diluted net loss per share, Class A common stock $ ( 0.09 ) $ ( 0.08 ) The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 2 CXAPP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited, in thousands, except share data) Class A Common Stock Additional paid-in Accumulated Accumulated other comprehensive Total stockholders’ Shares Amount capital deficit income (loss) equity Balance at January 1, 2026 33,773,696 $ 3 $ 104,691 $ ( 90,682 ) $ ( 30 ) $ 13,982 Net loss - - - ( 4,003 ) - ( 4,003 ) Stock-based compensation - - 391 - - 391 Common shares issued for extinguishment of debt 15,825,249 2 3,082 - - 3,084 Common shares issued as the At-The-Market offering 7,995,651 1 2,463 - - 2,464 Cumulative translation adjustment - - - - 27 27 Balance at March 31, 2026 57,594,596 $ 6 $ 110,627 $ ( 94,685 ) $ ( 3 ) $ 15,945 Class A Common stock Additional paid-in Accumulated Accumulated other comprehensive Total stockholders’ Shares Amount capital deficit income (loss) equity Balance at January 1, 2025 19,248,390 $ 2 $ 92,583 $ ( 77,209 ) $ 216 $ 15,592 Net loss - - - ( 1,616 ) - ( 1,616 ) Stock-based compensation - - 624 - - 624 Common shares issued for extinguishment of debt 556,274 - 1,003 - - 1,003 Common shares issued for vested RSUs 3,120 - - - - - Taxes withheld on stock-based compensation - - ( 5 ) - - ( 5 ) Cumulative translation adjustment - - - - ( 1 ) ( 1 ) Balance at March 31, 2025 19,807,784 $ 2 $ 94,205 $ ( 78,825 ) $ 215 $ 15,597 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 3 CXAPP INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands) Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Operating activities Net loss $ ( 4,003 ) $ ( 1,616 ) Adjustments to reconcile consolidated net loss to net cash used in operating activities Depreciation and amortization 9 12 Amortization of intangible assets 683 683 Amortization of right-of-use asset 102 100 Accrued interest expense on promissory note and convertible debt 60 71 Stock-based compensation expense 391 624 (Gain) loss on foreign currency transactions 37 ( 3 ) Change in fair value of derivative liability ( 178 ) ( 2,196 ) Loss on debt extinguishment - 48 Change in assets and liabilities: Accounts receivable, unbilled and other receivables ( 228 ) 954 Prepaid expenses and other current assets 99 ( 175 ) Accounts payable 250 103 Accrued liabilities 150 398 Operating lease liabilities ( 102 ) ( 103 ) Deferred revenue 521 121 Net Cash Used in Operating Activities ( 2,210 ) ( 979 ) Cash Flows Used in Investing Activities Purchases of property and equipment - ( 5 ) Net Cash Flows Used in Investing Activities - ( 5 ) Cash Flows From Financing Activities Proceeds from issuance of pre-paid purchase, net of issuance costs 990 - Proceeds from At-The-Market Offerring, net of issuance costs 2,464 - Net Cash Provided By Financing Activities 3,454 - Effect of Foreign Exchange Rate on Changes on Cash and Cash Equivalents ( 3 ) ( 3 ) Net Increase (Decrease) in Cash and Cash Equivalents 1,241 ( 987 ) Cash and Cash Equivalents, beginning of period 11,101 4,880 Cash and Cash Equivalents, end of period $ 12,342 $ 3,893 Supplemental schedule of noncash investing and financing activities Financing of Director and Officer Insurance $ 240 $ - Common shares issued for debt extinguishment $ 3,084 $ 1,003 The accompanying notes are an integral part of the unaudited condensed consolidated financial statements. 4 CXAPP INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – Organization and Nature of Business CXApp Inc. and its subsidiaries (“CXApp” or the “Company”) is in the business of delivering intelligent enterprise workplace experiences. The CXApp 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. The CXApp SaaS platform offers a suite of leading-edge technology workplace experience solutions including an enterprise employee application, indoor mapping, on-device positioning, augmented reality technologies, generative AI applications and an AI-based analytics platform, targeting the emerging hybrid workplace market. CXApp creates a connected workplace by reducing app overload, data fragmentation, and complex workflows and streamlines all capabilities through The Workplace SuperApp. All features, services and integrations are housed in one easy-to-access platform allowing businesses to deliver a more holistic employee experience in a hybrid workplace. NOTE 2 – Summary of Significant Accounting Policies and Basis of Presentation Liquidity As of March 31, 2026, the Company had cash and cash equivalents of approximately $ 12,342 thousand. For the three months ended March 31, 2026, the Company incurred net losses of approximately $ 4,003 thousand and used approximately $ 2,210 thousand of cash for operating activities. The Company’s recurring losses and negative operating cash flows raise substantial doubt about its ability to continue as a going concern. Management has implemented plans to address these conditions, including reductions in discretionary spending, optimization of vendor payment terms, enhanced expense governance, and focused collection efforts to accelerate customer payments. The Company will also utilize external financing sources, including existing credit facilities and its at-the-market equity program, where accessible under prevailing market and contractual conditions. Management’s assessment considers that the availability of certain financing sources is subject to market conditions including stock price, trading volume, and registration effectiveness. Additionally, liquidity depends on future cash collections from customers and the timing of operating cash requirements. Based on these mitigation actions, existing liquidity, and expected business activity, management believes that these plans, which are within the Company’s control and are expected to be effectively implemented, alleviate the substantial doubt and concluded that the Company will be able to meet its obligations as they come due for at least twelve months following the issuance of these condensed consolidated financial statements. On March 27, 2026, the Company entered into a Securities Purchase Agreement (“SPA”) with Avondale Capital, LLC, under which the Company may issue and sell one or more Pre-Paid Purchase Agreements for up to an aggregate of $40,000 thousand in exchange for shares of its common stock. The initial Pre-Paid Purchase, in the principal amount of $ 1,050 thousand, closed on March 27, 2026, the Company received net proceeds of approximately $ 990 thousand. As of March 31, 2026, approximately $ 38,950 thousand remained available under this agreement. 5 On March 26, 2025, the Company entered into a Securities Purchase Agreement (“SPA”) with Avondale Capital, LLC, under which the Company may issue and sell one or more Pre-Paid Purchase Agreements for up to an aggregate of $20,000 thousand in exchange for shares of its common stock. The initial Pre-Paid Purchase, in the principal amount of $ 4,200 thousand, closed on April 8, 2025, the Company received net proceeds of approximately $ 3,990 thousand. A second tranche was received on August 7, 2025, with a principal amount of $ 3,150 thousand and net proceeds of approximately $ 3,000 thousand. The third tranche of the SPA was issued on October 17, 2025 with the principal amount of $ 5,250 thousand, of which, the Company received net proceeds of $ 5,000 thousand. The fourth tranche of the SPA was issued on December 30, 2025 with the principal amount of $ 4,200 thousand, of which, the Company received net proceeds of $ 4,000 thousand. As of March 31, 2026, approximately $ 3,200 thousand remained available under this agreement. Additionally, under the SPA with Streeterville Capital, LLC, entered into on May 22, 2024, the Company had access to up to $10,000 thousand in funding. As of March 31, 2026 and December 31, 2025, the Company had $ 3,520 thousand in remaining available funding under this agreement. On August 11, 2025, the Company filed a shelf registration statement on Form S-3 with the Securities and Exchange Commission (“SEC”), authorizing the future offering and sale of up to $150,000 thousand of various securities. Concurrently, the Company filed a prospectus supplement allowing for the issuance of up to $7,959 thousand of common stock under this registration statement. This amount is included within the total aggregate offering authorized. The Company commenced sales of its common stock pursuant to the shelf registration. These sales were facilitated through a third-party arrangement with Maxim Group LLC, acting as the Company’s agent under an equity distribution agreement under its At-The-Market (“ATM”) offering program. During the three months ended March 31, 2026, the Company received $ 2,464 thousand and issued 7,995,651 shares of class A Common Stock, which are intended to be used for general working capital and other general corporate purposes. Management’s assessment of the Company’s ability to continue as a going concern is based on its current cash position, expected operating cash requirements, and the availability of these financing sources. While access to certain capital sources is dependent on market conditions, including the Company’s stock price, trading volume, and continued effectiveness of its registration statement, management believes that its existing liquidity, combined with planned cost management initiatives and access to external capital, will be sufficient to fund operations and meet obligations as they come due for at least twelve months from the issuance date of these financial statements. Use of Estimates The preparation of condensed consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during each of the reporting periods. Actual results could differ from those estimates. The Company’s significant estimates consist of: ● the valuation of stock-based compensation; ● the valuation of warrant liabilities; ● the allowance for credit losses; ● the valuation of convertible debt; ● the valuation allowance for deferred tax assets; and ● impairment of long-lived assets and goodwill. 6 Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the requirements of the Securities and Exchange Commission (the “SEC”) for interim reporting. Accordingly, since they are interim statements, they do not include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for other quarters or the year ending December 31, 2026. The condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited financial statements as of that date. For more complete financial information, these condensed consolidated financial statements and the notes thereto should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 30, 2026. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances have been eliminated in consolidation. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents, and trade receivables. The Company’s cash is placed with high-credit-quality financial institutions, which periodically exceed federally insured limits. The Company’s cash equivalents are certificates of deposit held by a number of banks limited to $250 thousand per bank with a duration of 90 days or less. The Company has not realized any losses relating to its cash, cash equivalents, and trade receivables. However, a material loss resulting from the failure of one or more financial institutions, or from a significant default in accounts receivable, could have a substantial adverse effect on the Company’s liquidity, financial position, and operating results. Given the concentration of these financial instruments, any unexpected credit event could impair the Company’s ability to meet its short-term obligations and fund ongoing operations. Cash and Cash Equivalents Cash and cash equivalents consist of cash, checking accounts, money market accounts, temporary investments and certificates of deposit with maturities of three months or less when purchased. As of March 31, 2026, the Company had cash equivalents of approximately $ 11,911 thousand of certificates of deposit held by a number of banks limited to $ 250 thousand per bank with a duration of 90 days or less. As of December 31, 2025, the Company had $ 10,687 thousand of certificates of deposit. Accounts Receivable and Allowance for Credit Losses Accounts receivables are stated at the amount the Company expects to collect. The Company recognizes an allowance for credit losses to ensure accounts receivable are not overstated due to un-collectability. Allowance for credit losses is maintained for various customers based on a variety of factors, including the length of time the receivables are past due, significant one-time events and historical experience. An additional allowance for credit losses for individual accounts is recorded when the Company becomes aware of a customer’s inability to meet its financial obligation, such as in the case of bankruptcy filings, or deterioration in such customer’s operating results or financial position. If circumstances related to a customer change, estimates of the recoverability of receivables would be further adjusted. The Company has no allowance for credit losses as March 31, 2026 and December 31, 2025. The opening balance of accounts receivable as of January 1, 2026 was $ 789 thousand. Changes during the year primarily reflected amounts billed to customers and cash collected, resulting in an ending balance of $ 907 thousand as of March 31, 2026. Other receivables as presented within “unbilled and other receivables” includes mainly unbilled receivables and sales tax recoverable from tax authorities. These are recognized when the underlying transaction occurs and reviewed periodically for collectability. As of March 31, 2026 and December 31, 2025, sales tax receivables were $ 64 thousand and $ 54 thousand, respectively. 7 Property and Equipment, net Property and equipment are recorded at cost, less accumulated depreciation and amortization. The Company depreciates its property and equipment for financial reporting purposes using the straight-line method over the estimated useful lives of the assets, which range from 5 to 10 years. Leasehold improvements are amortized over the lesser of the useful life of the asset or the initial lease term. Expenditures for maintenance and repairs, which do not extend the economic useful life of the related assets, are charged to operations as incurred, and expenditures, which extend the economic life, are capitalized. When assets are retired, or otherwise disposed of, the costs and related accumulated depreciation or amortization are removed from the accounts and any gain or loss on disposal is recognized. Depreciation expense related to property and equipment is not included as part of cost of revenues, but as part of operating expenses. Intangible Assets, net Intangible assets primarily consist of developed technology, customer lists/relationships, non-compete agreements, intellectual property agreements, export licenses and trade names/trademarks. They are amortized ratably over a range of 5 to 10 years, which approximates customer attrition rate and technology obsolescence. The Company assesses the carrying value of its intangible assets for impairment annually, or more frequently if an event or other circumstances indicates that the Company may not be able to recover the carrying amount of the assets. Based on its assessments, the Company did not incur any impairment charges for both three months ended March 31, 2026 and March 31, 2025. Goodwill The Company tests goodwill for potential impairment at least annually, or more frequently if an event or other circumstance indicates that the Company may not be able to recover the carrying amount of the net assets of the reporting unit. The Company has determined that the reporting unit is the entire company, due to the integration of all of the Company’s activities. In evaluating goodwill for impairment, the Company may assess qualitative factors to determine whether it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If the Company bypasses the qualitative assessment, or if the Company concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs a quantitative impairment test by comparing the fair value of a reporting unit with its carrying amount. The Company calculates the estimated fair value of a reporting unit using a weighting of the income and market approaches. For the income approach, the Company uses internally developed discounted cash flow models that include the following assumptions, among others: projections of revenues, expenses, and related cash flows based on assumed long-term growth rates and demand trends; expected future investments to grow new units; and estimated discount rates. For the market approach, the Company uses internal analyses based primarily on market comparable, including public company method, guideline transaction method, and market price method. The Company performed qualitative goodwill impairment assessments as of March 31, 2026 and March 31, 2025 and determined that no impairment existed. Accordingly, no goodwill impairment charges were recorded for the three months ended March 31, 2026 and March 31, 2025. The Company had completed both qualitative and quantitative goodwill impairment assessments as of December 31, 2025, and concluded that the carrying amount of goodwill exceeded its estimated fair value. Accordingly, the Company recognized a goodwill impairment charge of $ 2,148 thousand for the year ended December 31, 2025. As of March 31, 2026 and December 31, 2025, the Company’s goodwill balance was $6,589 thousand. During the year ended December 31, 2025, the Company recorded a goodwill impairment charge as a result of its annual impairment assessment. 8 Leases and Right-of-Use Assets and Liabilities The Company determines if an arrangement is a lease at its inception. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The Company generally uses their incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. Right-of-use assets related to the Company’s operating lease liabilities are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. The Company’s lease terms that are used in determining their operating lease liabilities at lease inception may include options to extend or terminate the leases when it is reasonably certain that the Company will exercise such options. The Company amortizes their right-of-use assets as operating lease expense generally on a straight-line basis over the lease term and classify both the lease amortization and imputed interest as operating expenses. The Company does not recognize lease assets and lease liabilities for any lease with an original lease term of less than one year. Income Taxes The Company accounts for income taxes using the asset and liability method. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in the tax rate is recognized in income or expense in the period that the change is effective. Income tax benefits are recognized when it is probable that the deduction will be sustained. A valuation allowance is established when it is more likely than not that all or a portion of a deferred tax asset will either expire before the Company is able to realize the benefit, or that future deductibility is uncertain. Comprehensive Loss and Foreign Currency Translation The Company reports comprehensive loss and its components in its condensed consolidated financial statements. Comprehensive loss consists of net loss and foreign currency translation adjustments, affecting stockholders’ equity that, under GAAP, are excluded from net loss. Assets and liabilities related to the Company’s foreign operations are calculated using the Philippine Peso and Canadian Dollar and are translated at end-of-period exchange rates, while the related revenues and expenses are translated at average exchange rates prevailing during the period. Gains or losses resulting from transactions denominated in foreign currencies are included in general and administrative expenses in the condensed consolidated statements of operations. The Company engages in foreign currency denominated transactions with customers that operate in functional currencies other than the U.S. dollar. The aggregate foreign currency net translation gain was approximately $ 27 thousand and the aggregate foreign currency net translation loss of approximately $ 1 thousand for the three months ended March 31, 2026 and March 31, 2025, respectively. Convertible Debt The Company issued convertible debt in the form of Pre-Paid Purchases during December 2024, March 2025 (Settled in April 2025), August 2025, October 2025, December 2025 and March 2026 and evaluated such instruments to determine whether they contain features that qualify as embedded derivatives in accordance with ASC 815 “Derivatives and Hedging” (“ASC 815”). Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract and the features of the derivatives. In accounting for the issuance of the convertible debt, the Company elected the fair value option under ASC 825 “Financial Instruments” (“ASC 825”). Under the fair value option election, the convertible debt is initially measured at its issuance date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis. The estimated fair value adjustment is presented within change in fair value of derivative liability in the condensed consolidated statements of Operations and Comprehensive loss. The Company classifies its convertible debt that are being valued under the fair value option election as Level 3 due to the lack of relevant observable market data over fair value inputs, such as the probability weighting of the various scenarios that can impact settlement of the arrangement. The Company recognized a loss on the changes in the estimated fair value of the convertible debt of approximately $ 200 thousand and $ 118 thousand for the three months ended March 31, 2026 and March 31, 2025, respectively. 9 Debt Issuance Costs Under the fair value option election, costs directly associated with the borrowing are expensed as incurred. Note Conversion Convertible notes that are exchanged for equity pursuant to their original contractual terms are accounted for in accordance with ASC 470-20, Debt with Conversion and Other Options. Upon conversion, the carrying amount of the convertible debt is reclassified to equity. No gain or loss is recognized in earnings, as the conversion is executed under the original terms of the instrument. If the debt is settled under modified terms, the transaction is accounted for in accordance with ASC 470-50, “Debt - Modifications and Extinguishments” (“ASC 470-50”). In such cases, a gain or loss is recognized equal to the difference between the reacquisition price and the net carrying amount of the extinguished debt. Debt Extinguishment The note exchanges are accounted for under ASC 470-50 on Modifications and Extinguishments. This standard requires the recognition of a gain or loss on the difference between the reacquisition price and the net carrying amount of the extinguished debt. Revenue Recognition The Company recognizes revenue, in accordance with ASC 606 “Revenue from Contracts with Customers” (“ASC 606”), when control is transferred of the promised products or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. The Company derives revenue from its software as a service for cloud-based software, as well as design, implementation and other professional services for work performed in conjunction with its cloud-based software, and sale of hardware. The Company enters into contracts with its customers whereby it grants a non-exclusive cloud-based license for the use of its proprietary software and for professional services. The contracts may also provide for on-going services for a specified price, which may include maintenance services, designated support, and enhancements, upgrades and improvements to the software, depending on the contract. Licenses for cloud software provide the customer with a right to use the software as it exists when made available to the customer. All software provides customers with the same functionality and differs mainly in the duration over which the customer benefits from the software. The standard introduces a five-step model for revenue recognition that replaces the four criteria for revenue recognition under previous GAAP. The five steps are shown below: 1. Identify the contract with a customer; 2. Identify the performance obligations in the contract; 3. Determine the transaction price; 4. Allocate the transaction price to performance obligations; and 5. Recognize revenue when (or as) the entity satisfies a performance obligation 10 License Subscription Revenue Recognition (Software As A Service) With respect to sales of the Company’s license agreements, customers generally pay fixed annual fees in advance in exchange for the Company’s software service provided via electronic means, which are generally recognized ratably over the license term. Some agreements allow the customer to terminate their subscription contracts before the end of the applicable term, and in such cases the customer is generally entitled to a refund pro-rata but only for the elapsed time remaining at the point of termination, which would approximate the deferred revenue at such time. The Company’s performance obligation is satisfied over time as the electronic services are provided continuously throughout the service period. The Company recognizes revenue evenly over the service period using a time-based measure because the Company is providing continuous access to its service. The Company’s customers generally pay within 30 to 60 days from the receipt of a customer approved invoice. The timing of the Company’s revenue recognition related to the licensing revenue stream is dependent on whether the software licensing agreement entered into represents a service. Software that relies on an entity’s IP and is delivered only through a hosting arrangement, where the customer cannot take possession of the software, is a service. Customers may purchase perpetual licenses or subscribe to licenses, which provide customers with the same functionality and differ mainly in the duration over which the customer benefits from the software. Renewals or extensions of licenses are evaluated as distinct licenses and revenue attributed to the distinct service is not recognized until: (1) the entity provides the distinct license (or makes the license available) to the customer and (2) the customer is able to use and benefit from the distinct license. Renewal contracts are not combined with original contracts, and, as a result, the renewal right is evaluated in the same manner as all other additional rights granted after the initial contract. The revenue is not recognized until the customer can begin to use and benefit from the license, which is typically at the beginning of the license renewal period. The Company recognizes revenue resulting from renewal of licensed software over time. Professional Services Revenue Recognition The Company provides integration and software customization professional services to its customers. Professional services under milestone contracts are accounted for using the percentage of completion method. As soon as the outcome of a contract can be estimated reliably, contract revenue is recognized in the statement of operations in proportion to the stage of completion of the contract. Contract costs are expensed as incurred. Contract costs include all amounts that relate directly to the specific contract, are attributable to contract activity, and are specifically chargeable to the customer under the terms of the contract. Professional services are also contracted on the fixed fee and in some cases on a time and materials basis. Fixed fees are paid monthly, in phases, or upon acceptance of deliverables. The Company’s time and materials contracts are paid weekly or monthly based on hours worked. Revenue on time and material contracts is recognized based on a fixed hourly rate as direct labor hours are expended. Materials, or other specified direct costs, are reimbursed as actual costs and may include markup. The Company has elected the practical expedient to recognize revenue for the right to invoice because the Company’s right to consideration corresponds directly with the value to the customer of the performance completed to date. For fixed fee contracts provided by in house personnel, the Company recognizes revenue evenly over the service period using a time-based measure because the Company is providing continuous service. Because the Company’s contracts have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. Anticipated losses are recognized as soon as they become known. For the three months ended March 31, 2026 and March 31, 2025, the Company did not incur any such losses. These amounts are based on known and estimated factors. 11 Hardware Revenue Recognition For sales of hardware, the Company’s performance obligation is fulfilled when the products are shipped to the customer, transferring title and ownership risks. Deliveries occur via drop-shipment by a third-party vendor and the Company leverages drop-ship arrangements with many of its vendors and suppliers to deliver products to customers without having to physically hold the inventory at its warehouse. The Company negotiates sale prices, pays suppliers directly, manages credit risk, and ensures product acceptability, acting as the principal in the transaction and recording revenue on a gross basis. Customers typically pay within 30 to 60 days of invoice receipt. The Company has elected the practical expedient to expense the costs of obtaining a contract when they are incurred because the amortization period of the asset that otherwise would have been recognized is less than a year. Contract Balances The timing of the Company’s revenue recognition may differ from the timing of invoicing to and payment by its customers. The Company records an unbilled receivable when revenue is recognized prior to invoicing and the Company has an unconditional right to payment. Alternatively, when invoicing a customer precedes the Company providing of the related services, the Company records deferred revenue until the performance obligations are satisfied. Schedule of contract balance (in thousands) Accounts Receivable Deferred Revenue Balance at January 1, 2025 $ 1,686 $ 2,683 Balance at December 31, 2025 $ 789 $ 1,465 Balance at March 31, 2026 $ 907 $ 1,986 The Company had deferred revenue of approximately $ 1,986 thousand and $ 1,465 thousand as of March 31, 2026 and December 31, 2025, respectively, related to customer invoices rendered in advance for software licenses and professional services provided by the Company’s technical staff. The Company expects to satisfy its remaining performance obligations for the deferred revenue associated with professional services, and recognize the deferred revenue related to licenses generally over the remaining contract term which is generally twelve months following the commencement of the license. The Company recognized revenue in the reporting period of $ 642 thousand and $ 991 thousand, that was included in the contract liability balance at the beginning of the period, for the three months ended March 31, 2026 and March 31, 2025 respectively. Costs to Obtain a Contract The Company recognizes eligible sales commissions as an asset within prepaid expenses and other current assets as the commissions are an incremental cost of obtaining a contract with the customer and the Company expects to recover these costs. The capitalized costs are amortized over the expected contract term. Cost to Fulfill a Contract The Company incurs costs to fulfill their obligations under a contract once it has obtained the contract. These costs are generally not significant and are recorded to expense as incurred. 12 Multiple Performance Obligations The Company enters into contracts with customers for its technology that include multiple performance obligations. Each distinct performance obligation was determined by whether the customer could benefit from the good or service on its own or together with readily available resources. The Company allocates revenue to each performance obligation based on its relative standalone selling price. The Company’s process for determining standalone selling price considers multiple factors including the Company’s internal pricing model and market trends that may vary depending upon the facts and circumstances related to each performance obligation. Sales and Use Taxes The Company presents transactional taxes such as sales and use tax collected from customers and remitted to government authorities on a net basis. Shipping and Handling Costs Shipping and handling costs are expensed as incurred as part of cost of revenues. These costs were deemed to be de minimis during each of the reporting periods. Research and Development Research and development (“R&D”) costs are expensed when incurred. R&D expenses consist primarily of personnel and related headcount costs, costs of professional services associated with the ongoing development of the Company’s technology, and allocated overhead. Business Combinations The Company accounts for business combinations under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805 “Business Combinations” using the acquisition method of accounting, and accordingly, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. The excess of the purchase price over the estimated fair value is recorded as goodwill. All acquisition costs are expensed as incurred. Upon acquisition, the accounts and results of operations are included as of and subsequent to the acquisition date. Segments The Company and its Chief Executive Officer (“CEO”), acting as the Chief Operating Decision Maker (“CODM”) determines its reporting units in accordance with FASB ASC 280, “Segment Reporting” (“ASC 280”). The Company evaluates a reporting unit by first identifying its operating segments under ASC 280. The Company then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The Company has one operating segment and reporting unit. The Company is organized and operated as one business. Management reviews its business as a single operating segment, using financial and other information rendered meaningful only by the fact that such information is presented and reviewed in the aggregate. 13 Stock-Based Compensation The Company measures the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant date fair value of the award. The Company has issued stock-based compensation awards in the form of options and restricted stock units. Fair value for options and restricted stock units are valued using the closing price of the Company’s common stock on the date of grant. The grant date fair value is recognized over the requisite service period during which an employee and non-employee is required to provide service in exchange for the award. The grant date fair value of options is estimated using the Black-Scholes option pricing model based on the average of the high and low stock prices at the grant date for awards under the CXApp Inc. 2023 Equity Incentive Plan (the “Incentive Plan”). The risk-free interest rate assumptions were based upon the observed interest rates appropriate for the expected term of the equity instruments. The expected dividend yield is assumed to be zero as the Company has not paid any dividends since its inception and does not anticipate paying dividends in the foreseeable future. The Company uses the simplified method to estimate the expected term. The grant date fair value for restricted stock units is valued using the closing price of the Company’s common stock on the date of grant. The Company estimates forfeitures at the time of grant and revises these estimates in subsequent periods if actual forfeitures differ from those estimates. Derivative Warrant Liabilities The Company accounts for warrants as either equity-classified or liability-classified instruments based on an evaluation of the warrant terms and the applicable guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments, whether they meet the definition of a liability under ASC 480, and whether they meet all requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock. This evaluation, which requires the use of professional judgment, is performed at issuance and at each subsequent reporting date while the warrants remain outstanding. The Company currently has two classes of warrants outstanding, the Private Placement Warrants and the Public Warrants, both of which are classified as liabilities. Warrants that do not meet all of the criteria for equity classification are recorded as warrant liabilities at their initial fair value on the issuance date and are remeasured to fair value at each balance sheet date. Changes in fair value are recognized in the condensed consolidated statements of operations as a non-cash gain or loss. The Company uses the quoted market price of the Public Warrants as the fair value for both warrant classes at each reporting date, and therefore classifies the warrant liabilities as Level 2 within the fair value hierarchy due to the absence of observable market inputs specific to the Private Placement Warrants. For the three months ended March 31, 2026 and 2025, the Company recognized a non-cash gain of approximately $ 378 thousand and $ 2,314 thousand, respectively, related to changes in the estimated fair value of its warrant liabilities. Earnings Per Share The Company computes basic and diluted earnings per share by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share are similarly calculated with the inclusion of dilutive common stock equivalents. For the three months ended March 31, 2026 and March 31, 2025, basic and dilutive net income (loss) per common share were the same since the inclusion of common shares issuable pursuant to the exercise of options, warrants, and vesting of restricted units in the calculation of diluted net loss per common shares would have been anti-dilutive. 14 The following table summarizes the number of common shares and common share equivalents excluded from the calculation of diluted net loss per common share for the three months ended March 31, 2026 and March 31, 2025. Schedule of anti-dilutive shares (in thousands) Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Stock options 2,150 1,627 Restricted stock units 1,050 677 Warrants 21,032 21,032 Total 24,232 23,336 Fair Value Measurements FASB ASC 820, “Fair Value Measurements” (“ASC 820”), provides guidance on the development and disclosure of fair value measurements. The Company follows this authoritative guidance for fair value measurements, which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles in the United States, and expands disclosures about fair value measurements. The guidance requires fair value measurements be classified and disclosed in one of the following three categories: ● Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. ● Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data. ● Level 3: Unobservable inputs which are supported by little, or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management. The fair value of the public warrants has been measured based on the listed market price of such warrants, a Level 1 measurement. The fair value of the private placement warrants is measured using the quoted market price of the public warrants as an observable input, a Level 2 measurement, because the private placement warrants are not actively traded and there are no observable market inputs specific to those warrants. The Company recognized, in the condensed consolidated Statements of Operations and Comprehensive Loss, an unrealized gain on its warrant liabilities (comprising both public and private placement warrants) of $ 378 thousand and $ 2,314 thousand for the three months ended March 31, 2026 and March 31, 2025 respectively. The following table presents information about the Company’s financial liabilities that were measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Public warrants are classified within Level 1, while private warrants are classified within Level 2 of the fair value hierarchy, consistent with the valuation methodology used. Schedule of financial liabilities measured at fair value As of March 31, 2026 Quoted price in Active Market (Level 1) Significant other observable input (Level 2) Significant other unobservable input (Level 3) Warrants $ 673 $ 390 $ 283 $ - Convertible Note -Avondale Prepaid Purchase #2 1,451 - - 1,451 -Avondale Prepaid Purchase #3 4,507 - - 4,507 -Avondale Prepaid Purchase #4 3,823 - - 3,823 -Avondale Prepaid Purchase #1 1,044 - - 1,044 15 As of December 31, 2025 Quoted price in Active Market (Level 1) Significant other observable input (Level 2) Significant other unobservable input (Level 3) Warrants $ 1,051 $ 1,051 $ - $ - Convertible Note -Avondale Prepaid Purchase #1 1,231 - - 1,231 -Avondale Prepaid Purchase #2 2,749 - - 2,749 -Avondale Prepaid Purchase #3 4,683 - - 4,683 -Avondale Prepaid Purchase #4 3,996 - - 3,996 The Company accounts for its public and private warrants as a derivative liability initially measured at its fair values and remeasured in the condensed consolidated statements of operations at the end of each reporting period. When the warrants are exercised, the corresponding derivative liability is de-recognized at the underlying fair value of the Class A common stock that is issued to the warrant holder less any cash paid in accordance with the warrant agreement. Upon either cash or cashless exercise, the de-recognized derivative liability results in an increase in additional paid in capital equal to the difference between the fair value of the underlying Class A common stock and its par value. A cashless exercise results in the warrant holder surrendering Class A common stock equal to the stated warrant exercise price based on the contractual terms in the warrant agreement that governs the cashless conversion. The following table shows the changes in fair value of the liabilities for the three months ended March 31, 2026 and March 31, 2025: Schedule of changes in fair value of the liabilities Warrant liability – January 1, 2026 $ 1,051 Change in fair value of derivative instruments ( 378 ) Warrant liability – March 31, 2026 $ 673 Warrant liability – January 1, 2025 $ 5,048 Change in fair value of derivative instruments ( 2,314 ) Warrant liability – March 31, 2025 $ 2,734 The Company accounts for convertible debt under the fair value option election using Level 3 inputs. For the three months ended March 31, 2026 and March 31, 2025, the Company recognized an unrealized loss in the condensed consolidated statements of operations and comprehensive loss of $ 200 thousand and $ 118 thousand, respectively, which are presented as a change in fair value of derivative liability. See additional details within Note 10, Convertible debt . The significant inputs in the valuation models for each of the three issuances were as follows: Avondale Pre-Paid Purchase #1 Schedule of valuation models Inputs December 31, 2025 Valuation method Scenario based analysis Stock price $ 0.33 Equity dividend yield 0.00 % Expected term (years) 2.32 Volatility 116.4 % Discount rate 3.59 % Risk free rate 3.57 % 16 Avondale Pre-Paid Purchase #2 Inputs March 31, 2026 December 31, 2025 Valuation method Scenario based analysis Scenario based analysis Stock price $ 0.18 $ 0.33 Equity dividend yield 0.00 % 0.00 % Expected term (years) 1.987 2.23 Volatility 92.5 % 116.4 % Discount rate 23.95 % 3.59 % Risk free rate 3.75 % 3.46 % Avondale Pre-Paid Purchase #3 Inputs March 31, 2026 December 31, 2025 Valuation method Scenario based analysis Scenario based analysis Stock price $ 0.18 $ 0.33 Equity dividend yield 0.00 % 0.00 % Expected term (years) 1.987 2.23 Volatility 92.5 % 116.4 % Discount rate 18.56 % 3.59 % Risk free rate 3.75 % 3.46 % Avondale Pre-Paid Purchase #4 Inputs March 31, 2026 December 31, 2025 Valuation method Scenario based analysis Scenario based analysis Stock price $ 0.18 $ 0.33 Equity dividend yield 0.00 % 0.00 % Expected term (years) 1.987 2.23 Volatility 92.5 % 116.4 % Discount rate 15.37 % 3.59 % Risk free rate 3.75 % 3.46 % 17 Avondale Pre-Paid Purchase #1 Inputs March 31, 2026 Valuation method Scenario based analysis Stock price $ 0.18 Equity dividend yield 0.00 % Expected term (years) 1.987 Volatility 92.5 % Discount rate 15.37 % Risk free rate 3.75 % Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, accounts receivable, unbilled and other receivables and accounts payable. The Company determines the estimated fair value of such financial instruments presented in the condensed consolidated financial statements is equal to its carrying value due to their short-term nature. Carrying Value, Recoverability and Impairment of Long-Lived Assets The Company follows FASB ASC 360 “Property, Plant, and Equipment” (“ASC 360”) for its long-lived assets. Pursuant to ASC 360-10-35-17, an impairment loss shall be recognized only if the carrying amount of a long-lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). That assessment shall be based on the carrying amount of the asset (asset group) at the date it is tested for recoverability. An impairment loss shall be measured as the amount by which the carrying amount of a long-lived asset (asset group) exceeds its fair value. Pursuant to ASC 360-10-35-20 if an impairment loss is recognized, the adjusted carrying amount of a long-lived asset shall be its new cost basis. For a depreciable long-lived asset, the new cost basis shall be depreciated (amortized) over the remaining useful life of that asset. Restoration of a previously recognized impairment loss is prohibited. Pursuant to ASC 360-10-35-21, the Company’s long-lived asset (asset group) is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The Company considers the following to be some examples of such events or changes in circumstances that may trigger an impairment review: (a) significant decrease in the market price of a long-lived asset (asset group); (b) a significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; (c) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; (d) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); (e) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group); and (f) a current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company tests its long-lived assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. Based on its assessments, the Company recorded no impairment charges on long-lived assets for the three months ended March 31, 2026 and March 31, 2025. 18 Recently Adopted Accounting Pronouncement In November 2024, the FASB issued ASU No. 2024-04 “Debt—Debt with Conversion and Other Options (Subtopic 470-20)”. The amendment requires companies to apply a preexisting contract approach. Under this approach, a settlement qualifies for induced conversion accounting if the inducement offer preserves the form of consideration and results in an amount of consideration that is no less than that issuable pursuant to the preexisting conversion privileges. The ASU is effective for annual and interim reporting periods in fiscal years beginning after December 15, 2025, with early adoption permitted for entities that have adopted the amendments in ASU 2020-06. The Company adopted this guidance effective January 1, 2026. The Company is evaluating the impact of the adoption on its condensed consolidated financial statements. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The practical expedient allows companies to assume the current conditions as of the balance sheet date do not change for the remaining life of the asset when measuring credit losses. The amendments in ASU 2025‑05 are effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods. The Company adopted this guidance effective January 1, 2026. The adoption of ASU 2025‑05 did not have a material impact on the Company’s condensed consolidated financial statements for the three months ended March 31, 2026. Recently Issued Accounting Standards Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03 “Disaggregation of Income Statement Expenses”. The amendment requires more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. This ASU is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. We are currently evaluating the impact this ASU will have on our disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software to current development practices, clarifies when to begin capitalizing costs, and enhances disclosure requirements. The amendments in ASU 2025-06 are effective for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of this standard on the Company’s condensed consolidated financial statements. NOTE 3 – Disaggregation of Revenue The Company recognizes revenue when control is transferred of the promised products or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products or services. The Company derives revenue from software as a service, design and implementation services for its enterprise apps solutions systems, professional services for work performed in conjunction with its systems, and sale of hardware. 19 Revenues consisted of the following (in thousands): Schedule of disaggregation of revenue Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Subscription revenue Software, License & Maintenance Contracts $ 934 $ 1,211 Total subscription revenue $ 934 $ 1,211 Non-subscription revenue Professional services $ 14 $ 13 Hardware $ 2 $ - Total non-subscription revenue $ 16 $ 13 Total Revenue $ 950 $ 1,224 Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Revenue recognized over time (1)(2) $ 948 $ 1,224 Revenue recognized at point in time (3) $ 2 $ - $ 950 $ 1,224 (1) Professional services are also contracted on the fixed fee and time and materials basis. Fixed fees are paid monthly, in phases, or upon acceptance of deliverables. The Company has generally elected the practical expedient to recognize revenue for the right to invoice because the Company’s right to consideration corresponds directly with the value to the customer of the performance completed to date. (2) Software As A Service Subscription Revenue’s performance obligation is satisfied evenly over the service period using a time-based measure because the Company is providing continuous access to its service and service is recognized over time. (3) Hardware revenue is recognized at a point in time when the control over the goods transfers to the customer - upon delivery to the customers. NOTE 4 – Property and Equipment, net Property and equipment consisted of the following (in thousands): Schedule of property and equipment March 31, 2026 December 31, 2025 Computer and office equipment $ 203 $ 207 Furniture and fixtures 10 13 Leasehold improvements 5 5 Total 218 225 Less: accumulated depreciation and amortization ( 188 ) ( 186 ) Total Property and Equipment, Net $ 30 $ 39 Depreciation expense were approximately $ 9 thousand, and $ 12 thousand, for the three months ended March 31, 2026 and March 31, 2025 respectively. 20 NOTE 5 – Goodwill and Intangible Assets Goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company operates as a single reporting unit for purposes of its goodwill impairment assessment. As part of its annual impairment test during the year ended December 31, 2025, the Company recorded a goodwill impairment charge of $ 2,148 thousand. After giving effect to this impairment, the carrying amount of goodwill was $ 6,589 thousand as of December 31, 2025, which remained unchanged as of March 31, 2026. The Company initially evaluates qualitative factors, including macroeconomic conditions, changes in the business environment, and reporting unit‑specific events, to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If the qualitative assessment is bypassed or indicates potential impairment, a quantitative impairment test is performed by comparing the reporting unit’s estimated fair value to its carrying amount. The estimated fair value is determined using a weighted combination of the income and market approaches. The Company completed a qualitative goodwill impairment assessment as of March 31, 2026, and determined that no impairment was necessary. No goodwill impairment was recognized for the three months ended March 31, 2026 and March 31, 2025. Intangible assets consisted of the following (in thousands): Schedule of intangible assets March 31, 2026 December 31, 2025 Weighted Average Remaining Useful Life (Years) Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Trade Name/Trademarks 3.92 $ 3,294 $ ( 1,431 ) $ 1,863 $ 3,294 $ ( 1,314 ) $ 1,980 Customer Relationships 1.92 5,604 ( 3,409 ) 2,195 5,604 ( 3,129 ) 2,475 Developed Technology 6.92 8,697 ( 2,645 ) 6,052 8,697 ( 2,428 ) 6,269 Patents and Intellectual Property 6.92 2,703 ( 823 ) 1,880 2,703 ( 755 ) 1,948 Totals $ 20,298 $ ( 8,308 ) $ 11,990 $ 20,298 $ ( 7,626 ) $ 12,672 Future amortization expense on intangible assets as of March 2026 is anticipated to be as follows (in thousands): Schedule of future amortization expense For the Years Ending December 31, Amount 2026 (remainder of year) $ 2,049 2027 2,731 2028 1,844 2029 1,611 2030 1,238 Thereafter 2,517 Total $ 11,990 21 NOTE 6 – Deferred Revenue Deferred revenue consisted of the following for the three months ended March 31, 2026 and year ended December 31, 2025 (in thousands): Schedule of deferred revenue License Agreements Professional Service Agreements Hardware Total Deferred Revenue – January 1, 2026 $ 1,414 $ 51 $ - $ 1,465 Revenue recognized ( 934 ) ( 14 ) ( 2 ) ( 950 ) Revenue deferred 1,462 7 2 1,471 Deferred Revenue – March 31, 2026 $ 1,942 $ 44 $ - $ 1,986 License Agreement Professional Service Agreements Hardware Total Deferred Revenue – January 1, 2025 $ 2,604 $ 61 $ 18 $ 2,683 Revenue recognized ( 4,480 ) ( 73 ) ( 30 ) ( 4,583 ) Revenue deferred 3,234 63 12 3,310 Advance from Customer 56 - - 56 Deferred Revenue – December 31, 2025 $ 1,414 $ 51 $ - $ 1,465 Deferred revenues was approximately $ 1,986 thousand and $ 1,465 thousand as of March 31, 2026 and December 31, 2025, respectively. The fair value of the deferred revenue approximates the services to be rendered. NOTE 7 – Accrued Liabilities Accrued liabilities consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands): Schedule of accrued Liabilities March 31, 2026 December 31, 2025 Accrued expenses and reimbursements $ 1,503 $ 1,502 Accrued compensation and benefits 380 469 Accrued bonus and commissions 258 115 Accrued sales and other indirect taxes payable 156 158 Accrued insurance premium and interest 116 24 Accrued transaction costs 13 13 Income tax payables 2 - Accrued liabilities $ 2,428 $ 2,281 Financed Director & Officers Insurance The Company entered into a Directors & Officers (“D&O”) insurance agreement with Oakwood D&O Insurance, effective on March 15, 2026. The agreement states that the Company will pay a total of $145 thousand in premiums at an annual percentage rate of 6.9%. The first of ten monthly separate installment payments begin on April 14, 2026. The Company paid a down payment on the policy of $ 29 thousand. As of March 31, 2026 and December 31, 2025, the Company owed $ 116 thousand and $ 24 thousand, respectively, on the D&O insurance policy. 22 NOTE 8 – Warrants Public Warrants As of March 31, 2026 and December 31, 2025, there were 10,751,862 Public Warrants outstanding. Each whole warrant entitles the holder thereof to purchase one share of the Company’s Class A common stock at a price of $ 11.50 per share, subject to adjustments described in the Company’s registration statement on Form S-1 (Registration No. 333-249177) filed in connection with its initial public offering. The Public Warrants is exercisable and will expire on March 15, 2028 or earlier upon redemption or liquidation. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Private Warrants As of March 31, 2026 and December 31, 2025, there were 10,280,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until April 14, 2023 subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. For the periods ended March 31, 2026 and December 31, 2025, there were no exercises or exchanges made in relation with the Company’s Warrants. NOTE 9 – Stock Option Plan and Stock-Based Compensation 2023 Equity Incentive Plan At the special meeting held on March 10, 2023, stockholders approved, among other things, the Incentive Plan, which had previously been approved by the board of directors, subject to stockholder approval. The Incentive Plan became effective immediately upon the closing of the Business Combination. Pursuant to the terms of the Incentive Plan, there were 5,676,000 shares of CXApp Class A Common Stock available for issuance under the Incentive Plan, which is equal to 15% of the aggregate number of shares of CXApp common stock issued and outstanding immediately after the closing of the Business Combination (giving effect to the redemptions). Employee Stock Options To calculate the stock-based compensation resulting from the issuance of options, the Company uses the Black-Scholes option pricing model, which is affected by the Company’s fair value of its stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. On April 4, 2025, the Board approved the award of 350,000 options to purchase common stock pursuant to the 2023 Equity Incentive plan to Khurram Sheikh, the Chief Executive Officer of the company and Joy Mbanugo, the Chief Financial Officer of the company. The options have an exercise price of $ 1.00 per share and expire on May 23, 2035. The stock options were valued using the Black-Scholes option valuation model and the fair value of the awards granted was determined to be $ 0.56 per option on the grant date. The fair value of the common stock as of the grant date utilized in the Black-Scholes options valuation model was $ 1.00 per share. 23 For the three months ended March 31, 2026, there were no stock options granted, exercised or forfeited. See below for a summary of the stock options granted under the Incentive Plan for the three months ended March 31, 2026 and year ended December 31, 2025: Schedule of stock options activity Number of Options Weighted average exercise price Weighted average remaining contractual term (Years) Weighted average at Grant date Aggregate Intrinsic Value (in thousands) Options outstanding at January 1, 2026 2,149,550 $ 1.44 8.01 $ 0.91 Granted - $ - - $ - Exercised - $ - - $ - $ - Forfeited - $ - - $ - Options outstanding at March 31, 2026 2,149,550 $ 1.44 7.76 $ 0.91 Options exercisable at March 31, 2026 1,366,699 $ 1.53 Number of Options Weighted average exercise price Weighted average remaining contractual term (Years) Weighted average at Grant date Aggregate Intrinsic Value (in thousands) Options outstanding at January 1, 2025 1,799,550 $ 1.52 8.74 $ 0.93 Granted 350,000 $ 1.00 9.40 $ 0.56 Exercised - $ - - $ - $ - Forfeited - $ - - $ - Options outstanding at December 31, 2025 2,149,550 $ 1.44 8.01 $ 0.87 Options exercisable at December 31, 2025 1,087,837 $ 1.59 Non-cash stock-based compensation expenses related to stock option were recorded in the condensed consolidated financial statements as summarized below: Schedule of non-cash stock-based compensation expense Three months Ended March 31, 2026 Three Months Ended March 31, 2025 Research and development $ 9 $ 12 Sales and marketing 9 36 General and administrative 77 211 Total non-cash stock compensation $ 95 $ 259 As of March 31, 2026, the remaining unrecognized stock compensation expense totaled approximately $ 560 thousand. This amount will be recognized as an expense over the weighted average remaining term of 1.83 years. The fair value of each employee option grant is estimated on the date of the grant using the Black-Scholes option-pricing model. For the three months ended March 31, 2026 and March 31, 2025, there were no grants issued. 24 Restricted Stock Units The grant date fair value for Restricted Stock Units (‘RSU’) are valued using the closing price of the Company’s common stock on the date of grant. On May 23, 2025, a total of 1,000,000 restricted stock units of the Company’s common stock were granted to directors of the Company under the 2023 Equity Incentive Plan. The fair value of the common stock as of the various grant dates was determined to be $ 1 to $ 11.80 per restricted stock unit, for a weighted average fair value of $ 1.33 per restricted stock unit. There was no other activity related to restricted stock units for the three months ended March 31, 2026 and March 31, 2025. The following summarizes our RSUs transaction activity for the three months ended March 31, 2026 and year ended December 31, 2025: Schedule of assumptions used Shares Weighted Average Grant Date Fair Value RSUs outstanding at January 1, 2026 1,061,500 $ 1.25 Granted - - Exercised ( 11,500 ) $ 1.33 Forfeited - RSUs outstanding at March 31, 2026 1,050,000 $ 1.24 Shares Weighted Average Grant Date Fair Value RSU outstanding at January 1, 2025 688,935 $ 3.70 Granted 1,000,000 $ 1.00 Exercised ( 627,435 ) $ 3.55 Forfeited - RSU outstanding at December 31, 2025 1,061,500 The total fair value of RSUs vested during the three months ended March 31, 2026 and year ended December 31, 2025 was $ 15 thousand and $ 2,226 thousand, respectively. Non-cash stock-based compensation expenses related to restricted stock units recorded in the condensed consolidated financial statements is summarized below: Schedule of non-cash stock-based compensation expenses related to restricted stock units Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Research and development $ 1 $ 102 Sales and marketing 1 52 General and administrative 294 211 Total non-cash stock compensation $ 296 $ 365 As of March 31, 2026 and March 31, 2025, the Company has approximately $ 234 thousand and $ 656 thousand of unrecognized restricted stock unit compensation to be expensed over a weighted average period of 0.24 years and 0.78 years, respectively. 25 NOTE 10 – Convertible Debt Securities Purchase Agreement with Avondale Capital, LLC – March 2025 On March 26, 2025, the Company entered into a Securities Purchase Agreement (“SPA”) with Avondale Capital, LLC (“Avondale”), pursuant to which the Company may issue and sell up to $20,000 thousand of Pre-Paid Purchase agreements (“Pre-Paid Purchases”) in tranches over time. The initial Pre-Paid Purchase (“Pre-Paid Purchase #1”) included a $ 4,200 thousand Pre-Paid Purchase, structured with a $ 200 thousand original issue discount (“OID”) and $ 10 thousand in transaction-related fees, resulting in net proceeds of $ 3,990 thousand, received on April 8, 2025. In connection with the initial closing, the Company was required to issue 80,000 commitment shares to Avondale. On March 26, 2025, the Company recorded a liability of $ 69 thousand for the shares to be issued under the contract to issue common stock. On May 8, 2025, the Company issued the Class A Common Stock and recognized a loss of $ 20 thousand upon issuance. The Avondale convertible Pre-Paid Purchase #1 accrues interest on the outstanding balance at 5% per annum. Avondale may redeem all or any part of the outstanding balance of the Avondale convertible Pre-Paid Purchase #1 at any time following earlier of six months from the purchase price date and the effectiveness of the Initial Registration Statement by providing a written notice, in cash or converting into shares of the Company’s common stock at a price equal to the lower of (a) Fixed Price of $1.106 and (b) Market Price which is 91% multiplied by the lowest daily volume weighted average price (“VWAP”) during the ten (10) consecutive trading days immediately prior to the written notice date, but in any event not lower than the Floor Price of $0.1843, subject to certain adjustments and ownership limitations specified in the Avondale convertible Pre-Paid Purchase #1. For the three months ended March 31, 2026, the Company recognized an unrealized loss on change in fair value of Pre-Paid Purchase #1 of $ 1,231 thousand. On August 7, 2025, the Company issued an unsecured convertible Pre-Paid Purchase #2 to Avondale, pursuant to the SPA. The convertible Pre-Paid Purchase #2 has the original principal amount of $ 3,150 thousand and Avondale gave consideration of 3,000 thousand, reflecting original issue discount of $ 150 thousand. On August 7, 2025, the Company received the net proceeds from Avondale. The Avondale convertible Pre-Paid Purchase #2 accrues interest on the outstanding balance at 5% per annum. Avondale may redeem all or any part of the outstanding balance of the Avondale convertible Pre-Paid Purchase #2 at any time following earlier of six months from the purchase price date and the effectiveness of the Initial Registration Statement by providing a written notice, in cash or converting into shares of the Company’s common stock at a price equal to the lower of (a) Fixed Price of $1.0957 and (b) Market Price which is 91% multiplied by the lowest daily volume weighted average price (“VWAP”) during the ten (10) consecutive trading days immediately prior to the written notice date, but in any event not lower than the Floor Price of $0.1826, subject to certain adjustments and ownership limitations specified in the Avondale convertible Pre-Paid Purchase #2. For the three months ended March 31, 2026, the Company recognized an unrealized loss on change in fair value of Pre-Paid Purchase #2 of $ 1,298 thousand. On October 17, 2025, the Company issued an unsecured convertible Pre-Paid Purchase #3 to the Lender, pursuant to the SPA. The convertible Pre-Paid Purchase #3 has the original principal amount of $ 5,250 thousand and Lender gave consideration of $ 5,000 thousand, reflecting original issue discount of $ 250 thousand. On October 17, 2025, the Company received the net proceeds from the Lender. The convertible Pre-Paid Purchase #3 accrues interest on the outstanding balance at 5% per annum. The Lender may redeem all or any part of the outstanding balance of the convertible Pre-Paid Purchase #3, at any time following earlier of six months from the purchase price date and the effectiveness of the Initial Registration Statement by providing a written notice, in cash or converting into shares of the Company’s common stock at a price equal to the lower of (a) Fixed Price of $0.9142 and (b) Market Price which is 91% multiplied by the lowest daily volume weighted average price (“VWAP”) during the ten (10) consecutive trading days immediately prior to the written notice date, but in any event not lower than the Floor Price of $0.1524, subject to certain adjustments and ownership limitations specified in the convertible Pre-Paid Purchase. As of December 31, 2025, Pre-Paid Purchase #3 is recorded at fair value of $ 4,682 and is within convertible debt on the accompanying condensed consolidated balance sheets. For the three months ended March 31, 2026, the Company recognized an unrealized gain on change in fair value of Pre-Paid Purchase #3 of $ 175 thousand. On December 30, 2025, the Company issued an unsecured convertible Pre-Paid Purchase #4 to the Lender, pursuant to the SPA. The convertible Pre-Paid Purchase #4 has the original principal amount of $ 4,200 thousand and Lender gave consideration of $ 4,000 thousand, reflecting original issue discount of $ 200 thousand. On December 31, 2025, the Company received the net proceeds from the Lender. 26 The convertible Pre-Paid Purchase #4 accrues interest on the outstanding balance at 5% per annum. The Lender may redeem all or any part of the outstanding balance of the convertible Pre-Paid Purchase #4, at any time following earlier of six months from the purchase price date and the effectiveness of the Initial Registration Statement by providing a written notice, in cash or converting into shares of the Company’s common stock at a price equal to the lower of (a) Fixed Price of $0.3677 and (b) Market Price which is 91% multiplied by the lowest daily volume weighted average price (“VWAP”) during the ten (10) consecutive trading days immediately prior to the written notice date, but in any event not lower than the Floor Price of $0.0613, subject to certain adjustments and ownership limitations specified in the convertible Pre-Paid Purchase. As of December 31, 2025, Pre-Paid Purchase #4 is recorded at fair value of $ 3,996 thousand and is within convertible debt on the accompanying condensed consolidated balance sheets. For the three months ended March 31, 2026, the Company recognized an unrealized gain on change in fair value of Pre-Paid Purchase #4 of $ 174 thousand. Securities Purchase Agreement with Avondale Capital, LLC – March 2026 On March 27, 2026, the Company entered into a Securities Purchase Agreement (“SPA”) with Avondale Capital, LLC (“Avondale”), pursuant to which the Company may issue and sell up to $40,000 thousand of Pre-Paid Purchase agreements (“Pre-Paid Purchases”) in tranches over time. The initial Pre-Paid Purchase (“Pre-Paid Purchase #1”) included a $1,050 thousand Pre-Paid Purchase, structured with a $50 thousand original issue discount (“OID”) and $10 thousand in transaction-related fees, resulting in net proceeds of $ 990 thousand, received on March 27, 2026. On March 27, 2026, the Company issued an unsecured convertible Pre-Paid Purchase #1 to the Lender, pursuant to the SPA. The convertible Pre-Paid Purchase #1 has the original principal amount of $ 1,050 thousand and Lender gave consideration of $ 990 thousand, reflecting an original issue discount of $ 60 thousand. On March 27, 2026, the Company received the net proceeds from the Lender. The convertible Pre-Paid Purchase #1 accrues interest on the outstanding balance at 5% per annum. The Lender may redeem all or any part of the outstanding balance of the convertible Pre-Paid Purchase #1, at any time following earlier of six months from the purchase price date and the effectiveness of the Initial Registration Statement by providing a written notice, in cash or converting into shares of the Company’s common stock at a price equal to the lower of (a) Fixed Price of $0.2614 and (b) Market Price which is 91% multiplied by the lowest daily volume weighted average price (“VWAP”) during the ten (10) consecutive trading days immediately prior to the written notice date, but in any event not lower than the Floor Price of $0.0436, subject to certain adjustments and ownership limitations specified in the convertible Pre-Paid Purchase. As of March 31, 2026, Pre-Paid Purchase #1 is recorded at fair value of $ 1,044 thousand and is within convertible debt on the accompanying condensed consolidated balance sheets. For the three months ended March 31, 2026, the Company recognized an unrealized gain on change in fair value of Pre-Paid Purchase #1 of $ 6 thousand. The following table presents changes in convertible debt measured at fair value for the three months ended March 31, 2026 and for the year ended December 31, 2025. Schedule of company’s net deferred tax assets Convertible Debt Balance as of December 31, 2025 $ 12,659 Additions 1,050 Settlement (1) ( 3,084 ) Fair value measurement adjustments 200 Balance as of March 31, 2026 $ 10,825 Convertible Debt Balance as of December 31, 2024 $ 4,512 Additions 16,800 Settlement (2) ( 8,102 ) Fair value measurement adjustments ( 551 ) Balance as of December 31, 2025 $ 12,659 (1) During the three months ended March 31, 2026, the Company issued 15,825,249 shares of the Company’s Class A Common stock pursuant to purchase notices related to Pre-Paid Purchase #1. The shares issued have a total exchange amount of $350 thousand with exchange price of $1.44. (2) During the year ended December 31, 2025, the Company issued 1,683,104 shares of the Company’s Class A Common Stock pursuant to multiple purchase notices related to Pre-Paid Purchase #1. The shares issued have a total exchange amount of $2,100 thousand with exchange prices ranging from $1.18 to $1.41. 27 NOTE 11 – Common Stock Stock-Based Compensation and Equity Awards On December 31, 2025, the Company issued 280,013 shares of Class A Common Stock, net of 137,848 shares of Class A Common Stock to cover the withholding tax, for the 417,861 vested Restricted Stock Units. Issuances Related to Promissory Notes and Convertible Debt During the three months ended March 31, 2026 and March 31, 2025, the Company issued a total of 15,825,249 and 554,274 shares of Class A Common Stock to pay off the promissory note and the convertible debt, respectively. See Note 10, Convertible Debt , in the accompanying notes to the condensed consolidated financial statements for further detail. NOTE 12 – Income Taxes For the three months ended March 31, 2026 and 2025, the Company recorded income tax expense of $ 2 thousand and $ 0 thousand, respectively. The effective tax rate for three months ended March 31, 2026 and March 31, 2025 was ( 0.04 % ) and ( 0 % ), respectively. The effective tax rate differs from the U.S. Federal statutory rate primarily due to recording a valuation allowance against the deferred tax assets in the U.S and foreign jurisdictions along with permanent differences including changing fair value of derivative warrant liabilities and stock compensation. The Company continues to evaluate the realizability of its deferred tax assets and has maintained a valuation allowance on its deferred tax assets as of March 31, 2026. NOTE 13 – Credit Risk and Concentrations Financial instruments that subject the Company to credit risk consist principally of trade accounts receivable and cash and cash equivalents. The Company performs certain credit evaluation procedures and does not require collateral for financial instruments subject to credit risk. The Company believes that credit risk is limited because the Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk of its customers, establishes an allowance for credit losses and, consequently, believes that its accounts receivable credit risk exposure beyond such allowances is limited. The Company maintains cash deposits with financial institutions, which, from time to time, may exceed federally insured limits. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Cash is also maintained at foreign financial institutions for its Canadian and Philippines subsidiaries and its majority-owned India subsidiary. Cash in foreign financial institutions as of March 31, 2026 and December 31, 2025 was $ 68 thousand and $ 51 thousand, respectively. The Company has not experienced any losses and believes it is not exposed to any significant credit risk from cash for the three months ended March 31, 2026 and March 31, 2025. However, any loss incurred or lack of access to such funds could have a significant impact on the Company’s financial condition, results of operations, and cash flows. 28 NOTE 14 – Segment Information The Company has determined that it operates as a single operating segment. The Company offers a vertical software-as-a-service (or SaaS) platform for the enterprise. The flagship product, the CXAI Platform (pronounced “Sky”), provides a comprehensive suite of tools designed to empower employees and enable organizations to create smarter workplaces. The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”). The CODM allocates resources and makes operating decisions based on consolidated net income. The CODM does not evaluate profitability below the level of the consolidated company. The Company uses net income (loss) as the primary measure of financial performance. However, in evaluating operating results on a budget versus actual basis, the Company focuses on cash-based operating expenses as a more cost of revenue, professional services, marketing, research and development, and other general and administrative expenses—to be significant. In contrast, the Company does not place significant emphasis on stock-based compensation, amortization of intangibles, change in fair value of warrant liabilities, loss on debt extinguishment, and other non-cash adjustments in its internal analysis of period-over-period operating results. The following table presents selected financial information with respect to the Company’s single operating segment: Schedule of segment Information Three Months Ended March 31, 2026 Three Months Ended March 31, 2025 Revenue - Licenses $ 934 $ 1,211 Revenue - Professional Services 14 13 Revenue - Hardware 2 - Less: Cost of revenue 160 150 Research and development 1,492 1,362 Sales and marketing 403 506 General and administrative 1,708 1,644 Interest expense (income), net ( 17 ) 37 Gain on warrant liabilities ( 178 ) ( 2,196 ) Loss on debt extinguishment - 48 Other expense/(income), net 72 ( 18 ) Add: Income tax benefit ( 2 ) - Total income without non-cash ( 2,692 ) ( 309 ) Less: Other non-cash expenses (1) 1,311 1,307 Net loss $ ( 4,003 ) $ ( 1,616 ) (1) Other non-cash expenses for the three months ended March 31, 2026 includes $391 thousand of stock compensation and related expenses, and $683 thousand of intangible amortization expense. Other non-cash expenses for the three months ended March 31, 2025 includes $624 thousand of stock compensation expenses and $683 thousand of intangible amortization expense. 29 NOTE 15 – Foreign Operations The Company’s operations are located primarily in the United States, Canada, and the Philippines. Revenues by geographic area are attributed by country of domicile of the Company’s subsidiaries. The financial data by geographic area are as follows (in thousands): Schedule of financial data by geographic area United States Canada Philippines Eliminations Total For the three months Ended March 31, 2026 Revenues by geographic area $ 939 $ 498 $ 152 $ ( 639 ) $ 950 Operating loss by geographic area $ ( 4,174 ) $ 43 $ 7 $ - $ ( 4,125 ) Net loss by geographic area $ ( 4,028 ) $ 15 $ 10 $ - $ ( 4,003 ) For the three months Ended March 31, 2025 Revenues by geographic area $ 1,197 $ 27 $ 207 $ ( 207 ) $ 1,224 Operating income (loss) by geographic area $ ( 3,315 ) $ ( 440 ) $ 10 $ - $ ( 3,745 ) Net income (loss) by geographic area $ ( 1,182 ) $ ( 442 ) $ 8 $ - $ ( 1,616 ) As of March 31, 2026 Identifiable assets by geographic area $ 32,675 $ 94 $ 224 $ - $ 32,993 Long lived assets by geographic area $ 12,034 $ 24 $ 82 $ - $ 12,140 Goodwill by geographic area $ 6,589 $ - $ - $ - $ 6,589 As of December 31, 2025 Identifiable assets by geographic area $ 32,094 $ 125 $ 211 $ - $ 32,430 Long lived assets by geographic area $ 12,775 $ 57 $ 103 $ - $ 12,935 Goodwill by geographic area $ 6,589 $ - $ - $ - $ 6,589 NOTE 16 – Leases The Company has operating leases for administrative offices in Canada, the Philippines, and the United States. The lease for the Company’s office in Manila, Philippines expired in May 2025. The Company elected not to renew the lease and has since entered into a new lease agreement within Philippines at a lower cost. The Canada lease expires in May 2026, the Philippines lease expires in June 2027, and the United States office lease expired in April 2026 and was renewed by management. The Company has no other operating or financing leases with terms greater than 12 months. Lease expense for operating leases recorded on the condensed consolidated balance sheet is based on the future minimum lease payments recognized on a straight-line basis over the term of the lease plus any variable lease costs. Operating lease expenses, inclusive of short-term and variable lease expenses, recognized in the Company’s condensed consolidated statement of operations and comprehensive loss for the three months ended March 31, 2026 and March 31, 2025 was approximately $ 105 thousand, and $ 107 thousand, respectively. 30 Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate based on the information available at the date of adoption of ASC 842 “Leases” (“ASC 842”). As of March 31, 2026, the weighted average remaining lease term is 0.5 years, and the weighted average discount rate used to determine the operating lease liabilities was 8.0 % . As of December 31, 2025, the weighted average remaining lease term is 0.7 years, and the weighted average discount rate used to determine the operating lease liabilities was 8.0 % . Schedule of operating leases (In thousands) Operating Leases Year 2026 $ 96 Year 2027 31 Total lease payments 127 Less: Imputed interest ( 6 ) Present value of lease liabilities $ 121 NOTE 17 – Commitments and Contingencies Risks and Uncertainties Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including trade tensions between the United States and China, the conflicts in the Middle East and between Russia and Ukraine, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic, tariffs, and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics) may contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. In response to the conflict between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. The ongoing conflicts in the Middle East (including the conflict between Iran and Israel and the United States’ military actions against Iran) has caused political, economic, and military instability in Israel and surrounding regions. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company and the value of the Company’s securities. Management continues to evaluate the impact of these types of risks and has concluded that while it is reasonably possible that these risks and uncertainties could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Litigation Certain conditions may exist as of the date the condensed consolidated financial statements are issued which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company, or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. 31 If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed, unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. NOTE 18 – Subsequent Events The Company evaluated subsequent events and transactions that occurred after March 31, 2026, through the date the condensed consolidated financial statements were issued. Based upon this review, the Company identified the following subsequent events: Following the quarter ended March 31, 2026, the Company converted a portion of its outstanding Avondale Prepaid Purchase #2 Convertible Notes into Class A common stock. These conversions were part of the Company’s ongoing efforts to reduce debt and strengthen its equity structure. As the transactions occurred after the reporting date, they are classified as non-recognized subsequent events. In total, the Company issued approximately 11,420,837 shares of Class A common stock in connection with these conversions. 32