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CXApp Inc. (NASDAQ:CXAI), a micro-cap technology company currently valued at $19.59 million and trading near its 52-week low of $0.76, announced Monday that its board of directors approved and filed a Certificate of Validation with the Delaware Secretary of State. According to InvestingPro analysis, the stock has fallen over 50% in the past year, though current metrics suggest it may be undervalued. This action, disclosed in a press release statement and SEC filing, is intended to ratify and validate the company’s Second Amended and Restated Certificate of Incorporation.
According to the filing, the company’s stockholders had previously approved the Second Amended and Restated Certificate of Incorporation at a special meeting, which was reported in a Form 8-K filed on March 10, 2023. However, due to a clerical omission, the document was not filed with the Delaware Secretary of State on March 14, 2023, as intended.
Under Section 204 of the Delaware General Corporation Law, the Certificate of Validation deems the Second Amended and Restated Certificate of Incorporation effective as of 5:00 p.m. Eastern Time on March 14, 2023. As a result, all corporate actions taken by CXApp in reliance on the amended charter since that date—including the issuance of shares of Class C Common Stock—are now retroactively validated and are no longer void or voidable due to the prior failure to file.
The company stated that while the Certificate of Validation has been filed, it has not yet been approved by the Delaware Secretary of State. There is no guarantee of approval, and CXApp indicated that it will file an amendment to the current report if any changes or additional documents are required by the state. This regulatory development comes as InvestingPro data shows the company facing several challenges, including rapidly depleting cash reserves and short-term obligations exceeding liquid assets.
In accordance with Section 204(g) of the Delaware General Corporation Law, CXApp is required to notify all current and relevant former stockholders of the board’s ratification of the defective corporate act. The company has attached a copy of this notice to its current report on Form 8-K.
CXApp Inc. is listed on the Nasdaq Stock Market under the ticker CXAI. This information is based on a press release statement and the company’s filing with the Securities and Exchange Commission.
In other recent news, CXApp Inc. reported its Q1 2025 earnings, highlighting significant improvements in earnings per share (EPS) and gross margins. Despite these gains, the company experienced a decline in overall revenue, attributed to the timing of renewals. However, there was notable growth in subscription revenue and annual recurring revenue (ARR), indicating a positive trend in these areas. The earnings report has drawn attention from investors, as the timing of revenue recognition appears to be a concern. The company’s stock showed a decline in aftermarket trading, although specific stock price movements are not the focus here. These developments reflect the company’s ongoing efforts to balance revenue timing with growing its subscription and recurring revenue streams. Investors may find the growth in ARR particularly noteworthy as it suggests potential stability and future earnings.
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