{"url_path":"/sec/cxai/8-k/2026-06-03/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1820875/0001829126-26-006013-index.html","accession_number":"0001829126-26-006013","cik":"0001820875","ticker":"CXAI","issuer_name":"CXApp Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1820875/0001829126-26-006013-index.html","primary_entity_key":"0001820875","primary_entity_name":"CXApp Inc."},"word_count":571,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn June 3, 2026, CXApp\nInc.’s (“CXAI” or the “Company”) wholly owned subsidiary, CXAI Australia Pty Ltd (a company\nincorporated in Australia) (“CXAI Australia”), entered into and completed a Share Sale Deed (the\n“Agreement”) to acquire Virtus Digital Marketing Pty Ltd dba Engine Room Applications. (“EngineRoom”), an\nAustralia-based AI-enabled growth intelligence platform company focused on customer acquisition intelligence, attribution analytics,\nworkflow automation, operational reporting and AI-powered business optimization.\n\n \n\nUnder\nthe terms of the Agreement, CXAI Australia has acquired 100% of the issued and outstanding equity interests of\nEngineRoom.\n\n \n\nThe transaction was signed and closed simultaneously on June 3, 2026. The aggregate purchase price was approximately USD $4.6 million, consisting of the following components:\n\n \n\n●\nCash Consideration. Approximately 65% of the total purchase price (approximately USD $2.99 million) was paid in cash at closing from the Company’s available cash on hand, subject to customary adjustments.\n\n \n\n●\nEarnout Consideration. Approximately 25% of the total purchase price (approximately USD $1.15 million) was structured as performance-based earnout consideration tied to achievement of specified revenue growth objectives over the 24-month period following closing.\n\n \n\n●\nEscrow. Approximately 10% of the total purchase price (approximately USD $460,000) was deposited into escrow, subject to customary release conditions.\n\n \n\nUnder the Share Purchase Agreement, CXAI has agreed to provide parent company support for CXAI Australia’s obligation to pay the\npurchase price.\n\n \n\nThe transaction is intended to expand CXAI’s addressable market, accelerate Agentic AI commercialization, and create a scalable foundation for global AI expansion across both enterprise and mid-market organizations. EngineRoom is expected to generate approximately $8.1 million of annual revenue with approximately 94% recurring revenue and approximately $1.6 million of adjusted EBITDA. The acquisition is expected to increase CXAI’s annualized revenue run-rate from approximately $4 million to more than $12 million annually, while adding approximately $1.6 million of adjusted EBITDA and a highly recurring revenue base.\n\n \n\nThe acquisition is expected to:\n\n \n\n●\nexpand CXAI’s addressable market across enterprise and mid-market organizations;\n\n \n \n \n\n●\nincrease the Company’s annualized revenue run-rate and add meaningful EBITDA contribution;\n\n \n \n \n\n●\naccelerate Agentic AI commercialization through integration with EngineRoom’s Growth Intelligence platform;\n\n \n \n \n\n●\nenhance the Company’s recurring revenue profile with an approximately 94% recurring revenue base; and\n\n \n \n \n\n●\nestablish a scalable foundation for global AI expansion across multiple industries.\n\n \n\nManagement believes the combination creates a differentiated platform at the intersection of operational intelligence, growth intelligence and Agentic AI, enabling CXAI to accelerate deployment of intelligent automation solutions across enterprise and mid-market organizations globally. Management believes the transaction creates a powerful foundation for deploying Agentic AI solutions that not only improve workplace experiences and operational outcomes, but also enhance customer acquisition, business performance, decision-making and growth.\n\n \n\nFollowing closing, EngineRoom will continue to operate as “CXAI EngineRoom” (“CXAI EngineRoom”) under the ownership of CXAI Australia, which supports CXAI’s broader global growth strategy. As part of the transaction, EngineRoom’s Founder, Adam Laurie, has committed to remain with the business for a minimum of three years following closing. Mr. Laurie will continue to lead the organization as General Manager of CXAI EngineRoom and will play a key role in expanding CXAI’s growth intelligence and Agentic AI initiatives.\n\n \n\nThe foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\n1"}