8-K: CXApp Inc. Receives Nasdaq Delisting Notice Due to Late Annual Report Filing

CXApp Inc. has received a notice from Nasdaq for failing to file its 2023 annual report on time, potentially leading to delisting if a compliance plan is not accepted.

Summary

• CXApp Inc. received a notice from Nasdaq on April 18, 2024, stating the company is not in compliance with listing rules due to the late filing of its 2023 Form 10-K annual report.
• The company has 60 calendar days from the notice date to submit a plan to Nasdaq outlining how it will regain compliance.
• Nasdaq may grant an extension of up to 180 calendar days from the original due date of the 2023 Form 10-K, which is October 14, 2024, for the company to regain compliance.
• The company intends to submit a compliance plan and work to file the 2023 Form 10-K within 60 days of the notice.
• The delay in filing the 2023 Form 10-K is due to issues previously disclosed in a Form 12b-25 and a Form 8-K filed on April 16, 2024.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the delisting notice and the uncertainty surrounding the company's ability to regain compliance. The delay in filing the annual report and the potential for further issues contribute to the low score.

Positives

• The notice does not immediately affect the trading of CXApp's stock or warrants on Nasdaq.
• The company intends to submit a compliance plan and work to file the 2023 Form 10-K as soon as possible.
• Nasdaq has the discretion to grant an extension of up to 180 days for the company to regain compliance.

Negatives

• The company is not in compliance with Nasdaq listing rules due to the late filing of its 2023 annual report.
• There is a risk of delisting if the company fails to submit an acceptable compliance plan or regain compliance within the given time frame.
• The delay in filing the 2023 Form 10-K is due to previously disclosed issues.

Risks

• There is a risk that Nasdaq may not accept the company's compliance plan.
• The company may not be able to meet Nasdaq's requirements for continued listing.
• There is a possibility of further delays in filing the 2023 Form 10-K and other SEC filings.
• Additional accounting errors or corrections could be identified during the preparation of the 2023 Form 10-K.

Future Outlook

The company plans to submit a compliance plan to Nasdaq and work diligently to file the 2023 Form 10-K as soon as practicable. However, there are no assurances as to the timing of these actions.

Management Comments

• The company intends to submit the Plan and take the necessary steps to regain compliance with Nasdaq's listing rules as soon as practicable.
• The company will continue to work diligently to complete and file the 2023 Form 10-K as soon as practicable within 60 days of the Notice.

Industry Context

This announcement highlights the importance of timely financial reporting for publicly listed companies and the consequences of non-compliance with exchange listing rules. It is not uncommon for companies to face delays in financial reporting, but the potential for delisting underscores the seriousness of the issue.

Comparison to Industry Standards

• Many companies face challenges in meeting reporting deadlines, but the severity of the consequences depends on the exchange and the specific circumstances.
• Companies like Bed Bath & Beyond and others have faced similar delisting notices due to financial reporting issues, highlighting the importance of maintaining compliance.
• The 60-day period to submit a compliance plan is a standard procedure for Nasdaq, and the potential 180-day extension is also a common practice.

Stakeholder Impact

• Shareholders face the risk of delisting and potential loss of investment value.
• Employees may experience uncertainty due to the company's financial reporting issues.
• Creditors may be concerned about the company's ability to meet its obligations.

Next Steps

• The company needs to submit a compliance plan to Nasdaq within 60 days.
• The company needs to complete and file the 2023 Form 10-K as soon as practicable.

Key Dates

Keywords

delisting, Nasdaq, compliance, Form 10-K, annual report, SEC, late filing, CXApp