CXApp Inc.
For the period ended Mar 31, 2026. Filed May 13, 2026.
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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.
Mar 31, 2026 · Filed May 13, 2026
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 2025-09-30; filed 2025-11-12.
0001829126-25-009077
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-13.
0001829126-26-005103
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 64 previous paragraphs and 80 current paragraphs.
35 unchanged; 17 reworded; 28 added; 12 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 34 previous and 35 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 (28)
Current report
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Current report
This liquidity provides a strategic buffer for continued investment in AI product enhancements and market expansion initiatives.
Current report
Convertible Debt Conversion
Current report
The Company derives revenue from subscription software as a service (SaaS), design, deployment and implementation services for its enterprise apps business. Revenue was $950 thousand for the three months ended March 31, 2026, compared to $1,224 thousand for the three months ended March 31, 2025. The decrease in revenue of $274 thousand, for the comparative quarters ended March 31, 2026 and March 31, 2025 was due to a decline in Professional Services revenue. Professional services are related to integration works and other services that may be requested by the customer and as such the decline in revenue is attributable to the professional services revenue because the Company has moved to a full SaaS model versus one-time professional fees.
Current report
Our subscription-based revenue represented 98% of the total revenue for the three months ended March 31, 2026 and 99% for the three months ended March 31, 2025 which is a 1% decrease in the revenue mix.
Current report
Operating expenses consist primarily of research and development, sales and marketing, and general and administrative expenses. Total operating expenses were $4,914 thousand for the three months ended March 31, 2026, compared to $4,819 thousand for the three months ended March 31, 2025. The increase of $95 thousand period over period was primarily the result of increase in research and development cost of approximately $26 thousand and increase in general and administrative expenses for approximately $13 thousand offset by decrease in sales and marketing expenses of approximately $181 thousand.
Current report
Other income was $123 thousand and $2,129 thousand for the three months ended March 31, 2026 and March 31, 2025, respectively. This decrease in other income was primarily attributable to changes in fair value of derivative warrant liabilities of $2,018 thousand during the three months ended March 31, 2026.
Current report
For the three months ended March 31, 2026, the Company recorded an income tax provision of $2 thousand. There was no income tax benefit or provision for the three months ended March 31, 2025.
Current report
Net cash used in operating activities for the three months ended March 31, 2026 was $2,210 thousand, reflecting a net loss of $4,003 thousand adjusted for non-cash items and changes in working capital. During the period, the Company raised net proceeds of approximately $990 thousand under the SPA entered into on March 27, 2026, and also maintained access to additional liquidity sources, including remaining capacity under its financing arrangements and its at-the-market equity program, subject to market conditions such as stock price, trading volume, and issuance limitations. Management continues to implement expense-management initiatives and working-capital optimization measures and expects to use financing sources that are reasonably accessible to support operations. Based on current cash balances, expected collections, and management’s cost-management actions, the Company believes it has sufficient liquidity to meet its working capital needs and other operating requirements for at least the next 12 months from the issuance date of the condensed consolidated financial statements
Current report
Revenue Recognition
Current report
The Company recognizes revenue, in accordance with ASC 606, when control of the promised products or services is transferred 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, 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.
Current report
License Subscription Revenue Recognition (Software As A Service)
Current report
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.
Current report
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.
Current report
Professional Services Revenue Recognition
Current report
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.
Current report
Hardware Revenue Recognition
Current report
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.
Current report
For the three months ended March 31, 2026 the non-cash income was approximately $1,103 thousand and for the three months ended March 31, 2025 the non-cash loss was approximately $661 thousand:
Current report
The net cash provided in the change in operating assets and liabilities were approximately $690 thousand, for the three months ended March 31, 2026 and net cash provided in the change in operating assets and liabilities were approximately $1,298 thousand for the three months ended March 31, 2025:
Current report
Net cash flows provided by financing activities were approximately $3,454 thousand during the three months ended March 31, 2026. These cash inflows were primarily attributable to proceeds from debt and equity financings. Specifically, the first tranche of the Securities Purchase Agreement (“SPA”) was issued on March 27, 2026, with a principal amount of $1,050 thousand, resulting in net proceeds to the Company of approximately $990 thousand. In addition, under its effective shelf registration statement on Form S-3, the Company commenced sales of its Class A common stock pursuant to an equity distribution agreement with Maxim Group LLC, acting as sales agent. During the period, the Company received net proceeds of approximately $2,464 thousand from the issuance of 7,995,651 shares of Class A common stock. The proceeds from these financing activities are intended to be used for general working capital and other general corporate purposes.
Current report
Critical Accounting Policies and Estimates
Current report
Our unaudited condensed consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). In connection with the preparation of our condensed consolidated financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our unaudited condensed consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our condensed consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
Current report
Critical Accounting Policies
Current report
Our significant accounting policies are discussed in Note 2 of the unaudited condensed consolidated financial statements which are included elsewhere in this filing.
Current report
Critical Accounting Estimates
Current report
We consider an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on our unaudited condensed consolidated financial statements.
Current report
The Company believes there have been no significant changes during the three months ended March 31, 2026 to the items disclosed as critical accounting estimates in management’s discussion and analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 that was filed with the SEC on March 30, 2026.
Removed paragraphs (12)
Previous report
On August 7, 2025, the Company received net proceeds of $3,000 thousand from the Avondale convertible Pre-Paid Purchase #2.
Previous report
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 report
The reduction in Professional Services revenue reflects the Company’s strategic transition to a full SaaS delivery model, with a focus on recurring, high-margin revenue streams. Professional Services generally relate to implementation, customization, or integration services that are customer-specific and non-recurring in nature.
Previous report
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 report
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 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.
Previous 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.
Previous report
Management believes that these investments in innovation and platform interoperability position the Company to scale its AI-native offerings while driving long-term operating leverage.
Previous report
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 report
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 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.
Previous report
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.
Reworded paragraphs (17)
Previous wording
You should read the following discussion of our financial condition and results of operations in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q, with the audited consolidated financial statements and notes thereto included in our Annual Report on 10-K filed with the Securities and Exchange Commission (“SEC”) on April 7, 2025 (the “Annual Report”). References in this report (the “Quarterly Report”) to “we”, “us” or the “Company” refer to CXApp Inc. References to our “management” or our “management team” refer to our officers and directors. The following management’s discussion and analysis of financial condition and results of operations describes the principal factors affecting the results of our operations, financial condition, and changes in financial condition for the three months ended September 30, 2025.
Current wording
You should read the following discussion of our financial condition and results of operations in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q, with the audited condensed consolidated financial statements included in our Annual Report on 10-K filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026 (the “Annual Report”). References in this report (the “Quarterly Report”) to “we”, “us” or the “Company” refer to CXApp Inc. References to our “management” or our “management team” refer to our officers and directors. The following management’s discussion and analysis of financial condition and results of operations describes the principal factors affecting the results of our operations, financial condition, and changes in financial condition for the three months ended March 31, 2026.
Previous wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Current wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Previous wording
In fiscal year 2025, we prioritized three strategic pillars:
Current wording
In first quarter of 2026, we prioritized three strategic pillars:
Previous wording
For the three months ended September 30, 2025, cash and cash equivalents was $5,088 thousand.
Current wording
For the three months ended March 31, 2026, cash and cash equivalents was $12,342 thousand.
Previous 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.
Current wording
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.
Previous wording
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 wording
Shelf Registration Statement (Form S-3)
Previous wording
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 wording
During the quarter ended March 31, 2026, 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 $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.
Previous wording
The following table sets forth our results of operations. This data should be read together with our unaudited financial statements and related notes.
Current wording
The following table sets forth our results of operations. This data should be read together with our unaudited condensed consolidated financial statements and related notes.
Previous 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.
Current wording
Cost of revenues includes the direct costs to deliver the services including labor and overhead. Cost of revenues were $160 thousand for the three months ended March 31, 2026 compared to $150 thousand for the three months ended March 31, 2025. The gross profit margin was 83% for the three months ended March 31, 2026 compared to 88% for the three months ended March 31, 2025. This increase in cost of revenues of approximately $10 thousand, or approximately 7%, for the comparative periods ended March 31, 2026 and March 31, 2025, was attributable to higher service mix that resulted in higher direct costs during the period.
Previous wording
We have presented Adjusted EBITDA above because we believe it conveys useful information to investors regarding our operating results. We believe it provides an additional way for investors to view our operations, when considered with both our GAAP results and the reconciliation to net loss. By including this information, we can provide investors with a more complete understanding of our business. Specifically, we present Adjusted EBITDA as supplemental disclosure because of the following:
Current wording
We have presented Adjusted EBITDA above because we believe it conveys useful information to investors regarding our operating results. We believe it provides an additional way for investors to view our operations, when considered with both our GAAP results and the reconciliation to net income (loss). By including this information, we can provide investors with a more complete understanding of our business. Specifically, we present Adjusted EBITDA as supplemental disclosure because of the following:
Previous wording
Liquidity and Capital Resources as of September 30, 2025 Compared to September 30, 2024
Current wording
Liquidity and Capital Resources as of March 31, 2026 Compared with March 31, 2025
Previous 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.
Current wording
As of March 31, 2026, the Company has a working capital surplus of approximately $7,981 thousand and cash of approximately $12,342 thousand. For the three months ended March 31, 2026, the Company incurred net loss of approximately $4,003 thousand and used approximately $2,210 thousand of cash for operating activities.
Previous wording
Operating Activities for the nine months ended September 30, 2025 and September 30, 2024
Current wording
Operating Activities for the three months ended March 31, 2026 and March 31, 2025
Previous wording
Cash Flows from Investing Activities for the nine months ended September 30, 2025 and September 30, 2024
Current wording
Cash Flows from Investing Activities for the three months ended March 31, 2026 and March 31, 2025
Previous 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.
Current wording
Net cash flows used in investing activities were $0 thousand for the three months ended March 31, 2026, compared to net cash flows used in investing activities of $5 thousand for the three months ended March 31, 2025. Investing activities during the three months ended March 31, 2025 related to purchases of property and equipment.
Previous wording
Cash Flows from Financing Activities for the nine months ended September 30, 2025 and September 30, 2024
Current wording
Cash Flows from Financing Activities for the three months ended March 31, 2026 and March 31, 2025
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 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.
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 March 31, 2026, the total obligation for operating leases is approximately $121 thousand, of which approximately $109 thousand is expected to be paid in the next twelve months.