CXApp Inc.
For the period ended Sep 30, 2025. Filed Nov 12, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 12, 2025
CXAI$1.36+14.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001829126-25-006141
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-12.
0001829126-25-009077
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 61 previous paragraphs and 64 current paragraphs.
42 unchanged; 17 reworded; 5 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 34 previous and 34 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
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 $150.0 million of various securities. Concurrently, the Company filed a prospectus supplement allowing for the issuance of up to $7.959 million of common stock under this registration. This amount is included within the total aggregate offering authorized.
Current report
Subsequently 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. The Company received $669 thousand and issued 782,102 shares of class A common stock, which are intended to be used for general working capital and other general corporate purposes.
Current report
The decrease was primarily driven by a $1,076 thousand rise in S&M expenses, was mainly driven by workforce downsizing and lower payroll, travel, and commission-related costs.
Current report
The decrease in S&M was partially offset by a $261 thousand increase in general and administrative expenses, primarily due to higher professional service fees and increased stock-based compensation expenses related to restricted stock units (RSUs). Furthermore, R&D expenses increase by $262 thousand, primarily due to the true-up billing of the Google commit and the completion of the GCP Marketplace integration.
Current report
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. This amount is included within the total aggregate offering authorized.
Removed paragraphs (2)
Previous report
This increase was primarily driven by a $462 thousand rise in R&D expenses, reflecting increased investment in platform enhancements, including those related to the Company’s strategic relationship with Google. These efforts include development of deeper integrations with Google Workspace and AI infrastructure alignment designed to optimize data analytics and employee experience features across joint enterprise deployments.
Previous report
The increase in R&D was partially offset by a $279 thousand decrease in sales and marketing expenses, as the Company reallocated go-to-market resources toward high-ROI enterprise accounts and strategic channel partnerships. Additionally, G&A expenses decreased by $83 thousand, reflecting ongoing cost control measures in administrative functions.
Reworded paragraphs (17)
Previous wording
For the three months ended June 30, 2025, cash and cash equivalents was 4,854 thousand.
Current wording
For the three months ended September 30, 2025, cash and cash equivalents was $5,088 thousand.
Previous wording
On April 8, 2025, the Company received proceeds from the Avondale convertible Pre-Paid Purchase #1.
Current wording
On August 7, 2025, the Company received net proceeds of $3,000 thousand from the Avondale convertible Pre-Paid Purchase #2.
Previous wording
The Company generates revenue primarily from subscription-based Software as a Service (“SaaS”), as well as from the design, deployment, and implementation services provided through its enterprise applications platform. For the three months ended June 30, 2025, total revenue was $1,223 thousand, compared to $1,766 thousand for the three months ended June 30, 2024. The decrease of $543 thousand, or approximately 31%, was primarily attributable to a decline in non-recurring Professional Services revenue.
Current wording
The Company generates revenue primarily from subscription-based Software as a Service (“SaaS”), as well as from the design, deployment, and implementation services provided through its enterprise applications platform. For the nine months ended September 30, 2025, total revenue was $3,561 thousand, compared to $5,481 thousand for the nine months ended September 30, 2024. The decrease of $1,920 thousand, or approximately 35%, was primarily attributable to a decline in non-recurring Professional Services and hardware revenue.
Previous wording
Subscription-based revenue comprised approximately 96% of total revenue for the three months ended June 30, 2025, compared to 85% for the same period in 2024, representing an 11-percentage point increase in revenue mix. This shift in revenue composition is consistent with management’s strategy to drive predictable recurring revenue and improve gross margin over time.
Current wording
Subscription-based revenue comprised approximately 98.12% of total revenue for the nine months ended September 30, 2025, compared to 86.70% for the same period in 2024, representing a 12-percentage point increase in revenue mix. This shift in revenue composition is consistent with management’s strategy to drive predictable recurring revenue and improve gross margin over time.
Previous wording
Cost of revenues includes the direct costs to deliver the services, including labor and overhead. Cost of revenues was $171 thousand for the three months ended June 30, 2025, compared to $353 thousand for the three months ended June 30, 2024. The gross profit margin was 86% for the three months ended June 30, 2025, compared to 80% for the three months ended June 30, 2024. The decrease in cost of revenues of approximately $182 thousand, or approximately 51.55%, for the comparative periods ended June 30, 2025 and June 30, 2024, was attributable to a reduction in professional services-related costs, as well as lower hosting and infrastructure expenses for cloud services.
Current wording
Cost of revenues includes the direct costs to deliver the services, including labor and overhead. Cost of revenues was $444 thousand for the nine months ended September 30, 2025, compared to $1,052 thousand for the nine months ended September 30, 2024. The gross profit margin was 87.53% for the nine months ended September 30, 2025, compared to 80.81% for the nine months ended September 30, 2024. The decrease in cost of revenues of approximately $608 thousand, or approximately 57.79%, for the comparative periods ended September 30, 2025 and September 30, 2024, was attributable to a reduction in professional services-related costs, as well as lower hosting and infrastructure expenses for cloud services.
Previous wording
Operating expenses consist primarily of research and development (“R&D”), sales and marketing, and general and administrative (“G&A”) costs. For the three months ended June 30, 2025, total operating expenses were $5,163 thousand, compared to $5,063 thousand for the same period in 2024, representing an increase of $100 thousand.
Current wording
Operating expenses consist primarily of research and development (“R&D”), sales and marketing, and general and administrative (“G&A”) costs. For the nine months ended September 30, 2025, total operating expenses were $14,798 thousand, compared to $15,351 thousand for the same period in 2024, representing a decrease of $553 thousand.
Previous wording
Other income/expense was an income of $973 thousand and an expense of $1,765 thousand for the three months ended June 30, 2025, and the three months ended June 30, 2024, respectively. This increase of $2,738 thousand in other income for the comparative periods was attributable to an increase in the change in fair value of derivative warrant liabilities of approximately $1,931 thousand, an increase in other income of approximately $286 thousand, and a decrease in interest expense of approximately $521 thousand.
Current wording
Other income/expense was an income of $3,770 thousand and expense of $5,663 thousand for the nine months ended September 30, 2025, and the nine months ended September 30, 2024, respectively. This increase of 9,433 thousand in other income for the comparative periods was attributable to an increase in the change in fair value of derivative warrant liabilities of approximately $7,555 thousand, a increase in other income of approximately $174 thousand, an increase in interest expense of approximately $1,217 thousand, and an increase of $487 thousand in debt extinguishment.
Previous wording
There was $1 thousand income tax expenses for the three months ended June 30, 2025, compared to $159 thousand tax benefit for the six months ended June 30, 2024. The income tax benefit for the three months ended June 30, 2024 is primarily a result of the release of valuation allowance attributable to acquired intangible assets from the Business Combination recorded in the first quarter of 2023.
Current wording
There was $1 thousand income tax expenses for the nine months ended September 30, 2025, compared to $147 thousand tax benefit for the nine months ended September 30, 2024. The income tax benefit for the nine months ended September 30, 2024 is primarily a result of the release of valuation allowance attributable to acquired intangible assets from the Business Combination recorded in the first quarter of 2023.
Previous wording
Net cash used in operating activities during the three months ended June 30, 2025, was $3,012 thousand, consisting of a net loss of $3,139 thousand and an operating gain of $596 thousand. On March 26, 2025, the Company entered into a Securities Purchase Agreement 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, was structured with a $200 thousand original issue discount (“OID”) and $10 thousand in transaction-related fees, resulting in net proceeds of approximately $3,990 thousand, which were received on April 8, 2025. As of June 30, 2025, approximately $15,800 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 June 30, 2025, $3,520 thousand in funding remained available under this agreement. The Company believes these funds are sufficient to satisfy its working capital needs, capital asset purchases, debt repayments, and other liquidity requirements associated with its existing operations for at least the next 12 months from the issuance date of the financial statements. The Company may continue to pursue strategic transactions and may raise additional capital as needed, using its equity securities and/or a combination of cash and debt financings appropriate for each acquisition.
Current wording
Net cash used in operating activities during the nine months ended September 30, 2025, was $6,750 thousand, consisting of a net loss of $7,912 thousand and an operating gain of $1,162 thousand. On March 26, 2025, the Company entered into a Securities Purchase Agreement 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, was structured with a $200 thousand original issue discount (“OID”) and $10 thousand in transaction-related fees, resulting in net proceeds of approximately $3,990 thousand, which were received on April 8, 2025. The second tranche of the SPA was issued on August 7, 2025, with the principal amount of $3,150 thousand, was structured with $150 thousand of OID, net proceeds of $3,000 thousand which was received on August 7, 2025. As of September 30, 2025, approximately $12,650 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 September 30, 2025, $3,520 thousand in funding remained available under this agreement. The Company believes these funds are sufficient to satisfy its working capital needs, capital asset purchases, debt repayments, and other liquidity requirements associated with its existing operations for at least the next 12 months from the issuance date of the financial statements. The Company may continue to pursue strategic transactions and may raise additional capital as needed, using its equity securities and/or a combination of cash and debt financings appropriate for each acquisition.
Previous wording
Liquidity and Capital Resources as of June 30, 2025 Compared with June 30, 2024
Current wording
Liquidity and Capital Resources as of September 30, 2025 Compared to September 30, 2024
Previous wording
As of June 30, 2025, the Company had a working capital deficiency of approximately $1,415 thousand and cash of approximately $4,854 thousand. For the three months ended June 30, 2025, the Company incurred a net loss of approximately $3,139 thousand and used approximately $3,012 thousand of cash in operating activities.
Current wording
As of September 30, 2025, the Company had a working capital deficiency of approximately $711 thousand and cash of approximately $5,088 thousand. For the nine months ended September 30, 2025, the Company incurred a net loss of approximately $7,912 thousand and used approximately $6,750 thousand of cash in operating activities.
Previous wording
Operating Activities for the three months ended June 30, 2025 and June 30, 2024
Current wording
Operating Activities for the nine months ended September 30, 2025 and September 30, 2024
Previous wording
Cash Flows from Investing Activities for the three months ended June 30, 2025 and June 30, 2024
Current wording
Cash Flows from Investing Activities for the nine months ended September 30, 2025 and September 30, 2024
Previous wording
Net cash flows used in investing activities during the three months ended June 30, 2025 was approximately $11 thousand compared to net cash flows used in and provided in investing activities for the three months ended June 30, 2024 is $8 thousand. Cash flows related to investing activities during the three months ended June 30, 2025 and June 30, 2024 include $11 thousand and $8 thousand were used for the purchase of property and equipment.
Current wording
Net cash flows used in investing activities during the nine months ended September 30, 2025 was approximately $21 thousand compared to net cash flows used in investing activities for the nine months ended September 30, 2024 is $30 thousand. Cash flows related to investing activities during the nine months ended September 30, 2025 and September 30, 2024 include $21 thousand and $30 thousand were used for the purchase of property and equipment.
Previous wording
Cash Flows from Financing Activities for the three months ended June 30, 2025 and June 30, 2024
Current wording
Cash Flows from Financing Activities for the nine months ended September 30, 2025 and September 30, 2024
Previous wording
Net cash flows provided in financing activities during the three months ended June 30, 2025 was approximately $3,990 thousand, primarily due to proceeds received from the issuance of convertible debt compared to net cash flows provided in financing activities for the six months ended June 30, 2024 is $ $2,480 thousand. On April 8,2025, the Company entered into a financing arrangement under which it issued convertible debt with a principal amount of $4,200 thousand. The Company received net proceeds of $3,990 thousand after accounting for any applicable discounts and transaction costs.
Current wording
Net cash flows provided in financing activities during the nine months ended September 30, 2025 was approximately $6,990 thousand, primarily due to proceeds received from the issuance of convertible debt compared to net cash flows provided in financing activities for the nine months ended September 30, 2024 is $3,480 thousand. On April 11, 2025, the Company entered into a financing arrangement under which it issued convertible debt with a principal amount of $4,200 thousand. A second tranche of the arrangement was issued on August 7, 2025, with a principal amount of $3,150 thousand. The Company received total net proceeds of $6,990 thousand after deducting applicable discounts and transaction costs.
Previous wording
Contractual obligations are cash that we are obligated to pay as part of certain contracts that we have entered during our course of business. Our contractual obligations consist of operating lease liabilities that are included in our balance sheet. As of June 30, 2025, the total obligation for operating leases is approximately $422 thousand, of which approximately $208 thousand is expected to be paid in the next twelve months.
Current wording
Contractual obligations are cash that we are obligated to pay as part of certain contracts that we have entered during our course of business. Our contractual obligations consist of operating lease liabilities that are included in our balance sheet. As of September 30, 2025, the total obligation for operating leases is approximately$324 thousand, of which approximately $274 thousand is expected to be paid in the next twelve months.