CXApp Inc.

Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in the Annual Report on Form 10-K filed with the SEC on March 30, 2026. Except as set forth below, as of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC. The risk factors set forth below supplement, and should be read together with, the risk factors disclosed in our Annual Report on Form 10-K.

We effected a reverse stock split in August 2026 to regain compliance with the Nasdaq minimum bid price requirement. If we fail to maintain compliance with Nasdaq’s continued listing requirements, our Class A common stock could be delisted, and we may not be eligible for a compliance period to cure any future bid price deficiency.

On September 11, 2025, the Company received a letter from Nasdaq notifying the Company that, because the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on Nasdaq, the Company no longer complied with Nasdaq Listing Rule 5550(a)(2) (the “Nasdaq Minimum Bid Price Requirement”), which requires that the closing bid price of the Company’s common stock meet or exceed $1.00 per share for a minimum of ten consecutive trading days. To regain compliance, we effected the Reverse Stock Split effective August 18, 2026, and on September 2, 2026, Nasdaq notified us that we had regained compliance with the minimum bid price requirement. However, there can be no assurance that the market price of our Class A common stock will remain at or above $1.00 per share, or that we will continue to satisfy Nasdaq’s other continued listing requirements, including those relating to stockholders’ equity, the market value of publicly held shares, the number of publicly held shares and the number of round lot holders. Under Nasdaq rules, because we effected a reverse stock split within the past year, we would not be eligible for a compliance period if our stock price again falls below $1.00 per share during that time, and Nasdaq would instead issue a delisting determination, subject to our right to appeal. Similar restrictions apply if we effect additional reverse stock splits that, together with the Reverse Stock Split, exceed a cumulative ratio of 250-to-1 over a two-year period.

If our common stock were to be delisted, the liquidity of our common stock would be adversely affected, and the market price of our common stock could decrease. In addition, the failure to meet the Nasdaq Minimum Bid Price Requirement could expose the Company to risk of litigation concerning any impact upon the Company’s price of the Company’s common stock. Any such litigation could distract management from day-to-day operations and further adversely affect the market price of our common stock.

The Reverse Stock Split may not result in a sustained higher stock price and may reduce the liquidity of our Class A common stock.

There can be no assurance that the market price of our Class A common stock will increase following the Reverse Stock Split. Our stock price may decline due to our operating results, our financing needs, dilution from issuances under our Pre-Paid Purchases or other factors. The reduced number of shares outstanding may also lower trading volume and liquidity and increase volatility. In addition, reverse stock splits are often viewed negatively by the market, which may adversely affect the trading price of our common stock. If the market price of our common stock does not increase proportionately with the reverse stock split ratio, our stockholders may experience a loss in value.