KINS Technology Group Announces Issuance of Common Stock in Exchange Agreements

On January 2, 2025, KINS Technology Group, operating under the name CXApp Inc., revealed in an 8-K filing with the Securities and Exchange Commission that they issued 1,213,809 shares of common stock to the holder of a promissory note dated December 15, 2023. The shares, known as the “Exchange Common Shares,” were priced between $1.57 and $1.83 per share, adhering to the Minimum Price outlined in Nasdaq Listing Rule 5635(d. This issuance was part of the terms and conditions of Exchange Agreements dated December 9, 2024, December 10, 2024, December 17, 2024, and December 26, 2024.

The agreement between the Company and the holder of the promissory note involved partitioning new promissory notes equivalent to around $2,027,500 in total principal amount. This process subsequently led to a reduction of approximately $2,027,500 from the outstanding balance of the December 2023 Note, with the partitioned notes then being exchanged for the issuance of the Exchange Common Shares.

This issuance of Exchange Common Shares was conducted without registration under the Securities Act of 1933, availing an exemption from registration under Section 3(a)(9) of the Securities Act. The exemption was justified by the fact that the shares were issued in exchange for other outstanding securities of the Company, without any additional delivered value by the holder or remuneration paid by the Company in connection with the exchanges.

Following this transaction, as of December 26, 2024, KINS Technology Group reported having 18,641,170 shares of common stock outstanding. Alongside this disclosure, the Company furnished the required financial statements and an interactive data file as per Item 9.01 of the filing.

The formalities completed with the signature of Khurram P. Sheikh, Chairman, and Chief Executive Officer of CXApp Inc., on January 2, 2025.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read KINS Technology Group’s 8K filing here.

KINS Technology Group Company Profile

KINS Technology Group Inc intends to effect a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities in the technology sector. The company was incorporated in 2020 and is based in Palo Alto, California.