Entry into a Material Definitive Agreement.

 

 

On June 3, 2026, CXApp Inc.'s ("CXAI" or the "Company") wholly owned subsidiary, CXAI Australia Pty Ltd (a company incorporated in Australia) ("CXAI Australia"), entered into and completed a Share Sale Deed (the "Agreement") to acquire Virtus Digital Marketing Pty Ltd dba Engine Room Applications. ("EngineRoom"), an Australia-based AI-enabled growth intelligence platform company focused on customer acquisition intelligence, attribution analytics, workflow automation, operational reporting and AI-powered business optimization.

 

Under the terms of the Agreement, CXAI Australia has acquired 100% of the issued and outstanding equity interests of EngineRoom.

 

The 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:

 

 ●Cash 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.

 

 ●Earnout 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.

 

 ●Escrow. Approximately 10% of the total purchase price (approximately USD $460,000) was deposited into escrow, subject to customary release conditions.