CXApp Sets a 1-for-50 Reverse Split for Aug. 18, Three Weeks Before Its Nasdaq Clock Runs Out

by Jonas Halvorsen · August 14, 2026

Companies Reporter, The MicroCap Herald

CXApp Inc. said Friday it will effect a 1-for-50 reverse stock split at 12:01 a.m. Eastern on Aug. 18, with shares trading split-adjusted when the Nasdaq Capital Market opens that day. The Palo Alto, California, workplace-software company keeps the ticker CXAI and takes a new CUSIP, 23248B 307. Its second Nasdaq compliance period for the $1.00 minimum bid price expires Sept. 7.

The share counts are the part most often garbled in secondhand coverage. Approximately 116,870,315 shares are outstanding before the split; approximately 2,337,407 are expected after. Fractional common shares round up to the next whole share; options, equity awards, plan reserves and warrants adjust proportionately, with their exercise and conversion prices.

The warrant adjustment is the line to read twice. The publicly traded warrants, CXAIW, see their exercise price rise from $11.50 to $575.00 and each becomes exercisable for one-fiftieth of a share — with fractional warrant shares rounded down, not up. The economics are unchanged, but on this publication's arithmetic a holder now needs 50 warrants and $575 in cash to take delivery of one whole post-split share.

Stockholders granted the board this authority at the June 16 annual meeting, approving a charter amendment permitting any ratio from 1-for-5 to 1-for-100, to maintain CXApp's Nasdaq listing. That proposal drew 64.58% support, the lowest of the seven ballot items, according to the Item 5.07 report filed June 23. The next-lowest, at 77.58%, authorized private placements exceeding 20% of shares outstanding.

The capital structure has moved fast. CXApp's proxy statement put 69,015,433 shares outstanding and entitled to vote at the April 17 record date, consistent with the Item 5.07 filing's quorum of 30,592,312 shares, or 44.32%. Against the 116,870,315 disclosed Friday, the count has grown roughly 69% in under four months, on this publication's arithmetic.

The compliance history is documented in an 8-K filed March 12 under Item 3.01. Nasdaq first notified the company on Sept. 11, 2025 that its closing bid price had been below the $1.00 minimum required under Rule 5550(a)(2). After the first 180-day window lapsed, the exchange granted a second period running to Sept. 7, 2026. CXApp said it had told Nasdaq in writing it intended to cure the deficiency during that period by a reverse split, if necessary.

To regain compliance, Nasdaq requires a closing bid price of at least $1.00 for 10 consecutive business days. Aug. 18 is a Tuesday; counting it first, the tenth business day falls on Monday, Aug. 31, ahead of the Sept. 7 expiry — itself the Labor Day market holiday.

A further rule applies from Aug. 18 forward, and it describes a future contingency rather than the company's present standing. Nasdaq Listing Rule 5810(c)(3)(A)(iv), approved by the Securities and Exchange Commission on Jan. 17, 2025, provides that if a company's security fails to meet the bid price requirement and the company has effected a reverse stock split over the prior one-year period, it is not eligible for any compliance period and the Listing Qualifications Department issues a delisting determination. CXApp is not in that position today; the provision would bite only if CXAI fell below $1.00 again within a year of this split.

The market reaction Friday was severe. CXAI changed hands at $0.10 in Kraken's quote data retrieved shortly before 2:45 p.m. Eastern, which Kraken showed as down 40.30% from a prior close of $0.17 and a market value near $11.5 million. StockTitan's automated note, on 15-minute delayed data, logged a 42.15% decline on 18.3 times average relative volume. The session has not closed.

The announcement lands a day after CXApp reported second-quarter results. Revenue was approximately $1.7 million, up 79% sequentially from $0.95 million and roughly 42% year over year. Annual recurring revenue rose to about $11.5 million from $3.6 million in the first quarter, net revenue retention was 99.3%, and cash EBITDA improved to negative $2.68 million from negative $3.0 million.

Most of that step-up was bought rather than built. CXAI Australia Pty Ltd, the wholly owned Australian subsidiary, acquired Virtus Digital Marketing Pty Ltd, which operates as EngineRoom, in a deal signed and closed June 3 for approximately $4.6 million — roughly $2.99 million cash, about $1.15 million in earnout tied to revenue targets over 24 months, and roughly $460,000 in escrow. EngineRoom was expected to generate about $8.1 million of annual revenue at roughly 94% recurring.

Cash was $11.7 million at June 30, Chief Financial Officer Melissa Podruzny said on the Aug. 13 call, and Chief Executive Khurram Sheikh told analysts the quarterly report would be filed the next day; it was not retrievable at the time of writing. The first-quarter 10-Q, filed May 13, already carried substantial-doubt language: per StockTitan's summary, it said recurring losses and negative operating cash flows raise substantial doubt about the company's ability to continue as a going concern, with management expecting cost controls and financing access to alleviate that doubt for at least twelve months. This publication could not retrieve the filing itself. What is documented is what shareholders face: a ratio removing 98% of the share count, a count already up roughly 69% since April, standing authorization to issue more than 20% of the company privately, and a listing deadline three weeks out.