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  4. [8-K] Fusemachines Inc. Reports Material Event

Fusemachines appoints consulting CFO with stock RSUs

Fusemachines Inc. engaged David R. Wells as consulting CFO via a services agreement with Atlas Bookkeeping, with cash and RSU-based compensation and flexible termination terms.

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Fusemachines Inc. (FUSE) announced that its Board appointed David R. Wells as Consulting Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer, effective August 30, 2026. Wells will serve in this role through a Services Agreement with Atlas Bookkeeping, LLC, where he is the owner.

Under the Services Agreement dated September 1, 2026, Fusemachines will pay Atlas a $14,500 monthly advisory fee for CFO services and a $10,000 one-time retainer. In addition, Wells (or an Atlas designee) will receive monthly grants of 10,000 restricted stock units under the 2025 Omnibus Equity Incentive Plan, each grant vesting in full on the grant date. Either party may terminate the agreement on notice, and it includes confidentiality, mutual non-solicitation, and a planned standard-form indemnification agreement for Wells.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Effective date of CFO role August 30, 2026 Date David R. Wells became Consulting Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer
Monthly advisory fee $14,500 Paid by Fusemachines to Atlas Bookkeeping for CFO advisory services under the Services Agreement
One-time retainer $10,000 Retainer paid to Atlas upon execution of the Services Agreement
Monthly RSU grant 10,000 RSUs Restricted stock units granted monthly to David R. Wells or an Atlas designee, fully vesting on grant date
Termination notice (ordinary) 30 days Notice period for either party to terminate the Services Agreement without material breach
Termination notice (material breach) 15 days Notice period to terminate the Services Agreement for an uncured material breach
Confidentiality survival period 2 years Duration confidentiality provisions survive following termination of the Services Agreement
Consulting Chief Financial Officer financial
"appointed David R. Wells as the Company’s Consulting Chief Financial Officer"
Principal Financial Officer financial
"Consulting Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer"
The principal financial officer is the senior executive who runs a company's financial operations: preparing and certifying financial reports, managing accounting controls, budgets and cash flow, and advising on financial strategy. Investors care about this role because its competence affects how trustworthy the company’s numbers are, how well it manages risk and capital needs, and the credibility of forecasts—like the chief navigator steering a firm's financial course.
Principal Accounting Officer financial
"Consulting Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer"
The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.
restricted stock units financial
"monthly grants of 10,000 restricted stock units (“RSUs”) under the Company’s 2025 Omnibus Equity Incentive Plan"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Services Agreement financial
"entered into a Services Agreement, dated as of September 1, 2026"
indemnification agreement regulatory
"The Company intends to enter into an indemnification agreement with Mr. Wells"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

FAQ

What executive change did Fusemachines Inc. (FUSE) disclose in this 8-K?
Fusemachines appointed David R. Wells as Consulting Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer, effective August 30, 2026, under a Services Agreement with Atlas Bookkeeping, LLC.

How is the new consulting CFO for FUSE being compensated?
Atlas Bookkeeping will receive a $14,500 monthly advisory fee plus a $10,000 one-time retainer. Wells or an Atlas designee will also receive 10,000 RSUs each month, with each grant fully vesting on the grant date.

What equity compensation does Fusemachines (FUSE) grant to the consulting CFO?
Fusemachines will issue monthly grants of 10,000 restricted stock units to David R. Wells or another Atlas designee under the 2025 Omnibus Equity Incentive Plan, with each monthly grant fully vesting on the date of grant.

Can the Services Agreement with Atlas for FUSE’s consulting CFO be terminated?
Yes. Either party may terminate the Services Agreement with 30 days’ written notice, or with 15 days’ written notice in the case of an uncured material breach. Confidentiality and mutual non-solicitation provisions continue for specified periods after termination.

Is the consulting CFO an employee of Fusemachines Inc. (FUSE)?
No. Atlas provides services as a general contractor, and neither Atlas nor David R. Wells are employees of Fusemachines. Wells serves as the individual designated by Atlas to perform chief financial officer services under the Services Agreement.

Does Fusemachines (FUSE) plan an indemnification agreement with the consulting CFO?
Fusemachines intends to enter into an indemnification agreement with David R. Wells in its standard form, consistent with the form filed as an exhibit to its most recent Annual Report on Form 10-K.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported) September 1, 2026

 

FUSEMACHINES INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-42909   98-1602789

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

 

200 West 41st Street, 21st Floor

New York, New York 10036

(Address of principal executive offices and zip code)

 

(347) 212-5075

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   FUSE   Nasdaq Stock Market LLC
Warrants to purchase shares of Common Stock   FUSEW   Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.

 

Appointment of David R. Wells as Consulting Chief Financial Officer

 

On September 1, 2026, the Board of Directors (the “Board”) of Fusemachines Inc., a Delaware corporation (the “Company”), appointed David R. Wells as the Company’s Consulting Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer, effective as of August 30, 2026.

 

Mr. Wells, age 64, has more than 30 years of experience in finance, operations and administrative positions, primarily with medical and technology companies. Since July 2021, Mr. Wells has been the owner of Atlas Bookkeeping, LLC, a Nevada corporation (“Atlas”) where he provides CFO-level advisory services to public and private companies. Since December 2025, Mr. Wells has served as an Advising CFO to Functional Brands Inc., (OTC Markets: MEHA) providing CFO guidance following the company’s listing on Nasdaq and subsequent listing on the OTC Markets. From August 2023 to May 2025, Mr. Wells served as Chief Financial Officer of Envoy Medical, Inc. (Nasdaq: COCH), where he provided strategic CFO guidance following the company’s deSPAC transaction. From June 2021 to September 2022, Mr. Wells served as Chief Financial Officer of GHS Investments, LLC, a private equity fund. Since December 2022, Mr. Wells has served as a member of the Board of Directors of HeartSciences, Inc. (Nasdaq: HSCS). Mr. Wells has a bachelor’s degree in finance and entrepreneurship from Seattle Pacific University and a master of business administration from Pepperdine Graziadio Business School.

 

In connection with Mr. Wells’s appointment as Chief Financial Officer, the Company entered into a Services Agreement, dated as of September 1, 2026 (the “Services Agreement”), with Atlas, pursuant to which Atlas will provide chief financial officer services to the Company, with Mr. Wells serving as the individual designated by Atlas to perform such services. Mr. Wells will serve as Consulting Chief Financial Officer until the termination of the Services Agreement or his earlier replacement, resignation, or removal.

 

Pursuant to the Services Agreement, the Company will pay Atlas a monthly advisory fee of $14,500 for CFO advisory services. In addition, the Company paid Atlas a one-time retainer of $10,000 upon execution of the Services Agreement. Additionally, the Company will issue to Mr. Wells (or such other designee of Atlas) monthly grants of 10,000 restricted stock units (“RSUs”) under the Company’s 2025 Omnibus Equity Incentive Plan, with each such grant fully vesting on the date of grant.

 

The Services Agreement commences upon execution and continues until terminated. Either party may terminate the Services Agreement upon 30 days’ written notice, or upon 15 days’ written notice in the case of an uncured material breach. The Services Agreement contains customary confidentiality provisions, which survive for a period of two years following the termination of the Services Agreement, and mutual non-solicitation provisions that apply during the term of the Services Agreement and for a period of one year following termination. Atlas provides services to the Company as a general contractor and neither Atlas nor Mr. Wells are employees of the Company.

 

There is no family relationship between Mr. Wells and any of the Company’s directors or executive officers. The Company is not aware of any transaction involving Mr. Wells that would require disclosure under Item 404(a) of Regulation S-K, other than as set forth in this Current Report on Form 8-K.

 

The Company intends to enter into an indemnification agreement with Mr. Wells in the Company’s standard form, consistent with the form filed as an exhibit to the Company’s most recent Annual Report on Form 10-K.

 

The foregoing description of the Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Services Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit Number   Description
10.1   Services Agreement, dated August 30, 2026, between Fusemachines Inc. and Atlas Bookkeeping, LLC
104   Cover Page Interactive Data File (embedded within the Inline XBRL document.)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: September 4, 2026 FUSEMACHINES INC.
     
  By: /s/ Sameer Maskey
    Sameer Maskey
    Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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