CXApp Inc. (NASDAQ:CXAI) announced on October 17, 2025, that it entered into a Pre-Paid Purchase #3 agreement with Avondale Capital, LLC, through which the company received $5 million.
The pre-paid purchase, executed under a March 26, 2025, Securities Purchase Agreement, is unsecured. It obligates CXApp to repay Avondale $5,250,000, along with any accrued interest, fees, and late fees. An original issue discount of $250,000 was applied to the transaction. The outstanding balance will accrue interest at a rate of five percent per annum.
Under the terms of the agreement, Avondale has the option to require CXApp to issue shares of its common stock to satisfy all or part of the outstanding balance. The purchase price for these shares will be the lower of $0.9142 or 91% of the lowest daily volume-weighted average price during the ten consecutive trading days immediately preceding the relevant purchase notice date, with a floor price of $0.1524. These pricing terms may be subject to change in the future.
If Avondale exercises this option and shares are purchased at the floor price, CXApp could issue approximately 34,448,818 shares of common stock. The company stated these potential issuances will be conducted in reliance on Section 4(a)(2) of the Securities Act of 1933. CXApp also noted that it previously issued an aggregate of 1,583,633 shares of common stock to Avondale between October 9 and October 20, 2025, under a prior Pre-Paid Purchase #1 agreement.
