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

Fusemachines (Nasdaq: FUSE) warned on $15M market value listing test

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

Rhea-AI Filing Summary

Fusemachines Inc. reported that on July 24, 2026 it received a notification from the Nasdaq Listing Qualifications Department that it is not in compliance with the continued listing requirement to maintain a minimum Market Value of Publicly Held Shares (MVPHS) of $15,000,000 for the Nasdaq Global Market under Nasdaq Listing Rule 5450(b)(2)(C). Nasdaq’s determination was based on the company’s MVPHS being below $15,000,000 for 30 consecutive business days from June 10, 2026 through July 23, 2026.

The notice has no immediate effect on the listing or trading of Fusemachines’ common stock, which will continue to trade on the Nasdaq Global Market under the symbol FUSE during the compliance period. Under Nasdaq Listing Rule 5810(c)(3)(D), the company has 180 calendar days, until January 20, 2027, to regain compliance, which would occur if its MVPHS closes at or above $15,000,000 for at least 10 consecutive business days. Fusemachines states it intends to actively evaluate and monitor its MVPHS and consider available options, including a possible transfer to the Nasdaq Capital Market, to address the continued listing requirements.

Positive

  • None.

Negative

  • Nasdaq non-compliance notice on MVPHS: Fusemachines failed to maintain a $15,000,000 Market Value of Publicly Held Shares for 30 consecutive business days and now has only until January 20, 2027 to regain compliance with Nasdaq Global Market listing standards.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Minimum MVPHS requirement $15,000,000 Required Market Value of Publicly Held Shares under Nasdaq Listing Rule 5450(b)(2)(C)
Non-compliance measurement period 30 consecutive business days From June 10, 2026 through July 23, 2026 when MVPHS was below $15,000,000
Notification date July 24, 2026 Date Nasdaq informed Fusemachines of MVPHS non-compliance
Compliance period length 180 calendar days Time allowed to regain MVPHS compliance under Nasdaq Listing Rule 5810(c)(3)(D)
Compliance deadline January 20, 2027 Last day for Fusemachines to regain compliance with MVPHS requirement
Days needed to regain compliance 10 consecutive business days MVPHS must close at or above $15,000,000 for this period
Market Value of Publicly Held Shares financial
"requirement to maintain a minimum Market Value of Publicly Held Shares"
The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.
Nasdaq Global Market market
"continued listing requirement to maintain a minimum MVPHS for the Nasdaq Global Market"
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.
Nasdaq Capital Market market
"the possible transfer of the Company’s listing to The Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Nasdaq Listing Rule 5450(b)(2)(C) regulatory
"as set forth in Nasdaq Listing Rule 5450(b)(2)(C)"
Nasdaq Listing Rule 5810(c)(3)(D) regulatory
"In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days"
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the “safe harbor” provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What Nasdaq compliance issue did Fusemachines (FUSE) disclose?
Fusemachines disclosed that Nasdaq notified it on July 24, 2026 that the company is not in compliance with the Nasdaq Global Market requirement to maintain a $15,000,000 Market Value of Publicly Held Shares, based on trading from June 10 to July 23, 2026.

What is the minimum Market Value of Publicly Held Shares rule affecting FUSE?
Nasdaq Listing Rule 5450(b)(2)(C) requires Fusemachines to maintain a minimum $15,000,000 Market Value of Publicly Held Shares to remain on the Nasdaq Global Market. The company’s MVPHS was below this level for 30 consecutive business days.

How long does Fusemachines (FUSE) have to regain Nasdaq compliance?
Under Nasdaq Listing Rule 5810(c)(3)(D), Fusemachines has 180 calendar days, until January 20, 2027, to regain compliance by having its MVPHS close at or above $15,000,000 for at least 10 consecutive business days.

Does the Nasdaq notice immediately affect trading in FUSE stock?
The notice has no immediate effect on trading. Fusemachines’ common stock will continue to be listed and trade on the Nasdaq Global Market under the symbol FUSE during the 180-day compliance period described in the disclosure.

What actions might Fusemachines (FUSE) take to address the Nasdaq MVPHS issue?
Fusemachines states it intends to actively evaluate and monitor its Market Value of Publicly Held Shares and consider available options to regain compliance, including the possible transfer of its listing to the Nasdaq Capital Market if appropriate.

What risks did Fusemachines (FUSE) highlight regarding its Nasdaq listing status?
The company noted forward-looking risks around its ability to improve or sustain its market value of publicly held shares, broader market conditions, and its financial and operating performance, all of which could affect its continued listing on a Nasdaq market.
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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) July 24, 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 3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.

 

On July 24, 2026, Fusemachines Inc. (the “Company”) received a notification letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with the continued listing requirement to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $15,000,000 for the Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(C). Nasdaq’s determination was based on the Company’s MVPHS having been below $15,000,000 for the prior 30 consecutive business days from June 10, 2026 through July 23, 2026. The Notification Letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market, and the Company’s common stock will continue to trade under the symbol “FUSE” during the compliance period.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until January 20, 2027, to regain compliance with the MVPHS requirement. If at any time before January 20, 2027, the Company’s MVPHS closes at or above $15,000,000 for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that the Company has regained compliance.

 

The Company intends to actively evaluate and monitor its MVPHS and evaluate available options to regain compliance within the compliance period.

 

Forward-Looking Statements. This Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or future financial or operating performance of the Company. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “propose,” “seek,” “should,” “strive,” “will,” or “would” or the negatives of these terms or variations of them or similar terminology. Specifically, the Company’s statements regarding its intent and ability to regain compliance with Nasdaq’s continued listing requirements, potential actions to regain compliance, the possible transfer of the Company’s listing to The Nasdaq Capital Market, and the continued listing of the Company’s securities on Nasdaq, and other similar statements are forward-looking statements. These statements are subject to risks, uncertainties, and other factors which may be beyond the control of the Company and could cause actual outcomes to differ materially from those expressed or implied by such forward-looking statements, including the Company’s ability to improve or sustain its market value of publicly held shares for the requisite period, market conditions, and the Company’s financial and operating performance. These and other risks are described more fully in the Company’s other filings with the Securities and Exchange Commission (the “Commission”), including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Commission on March 27, 2026, and other documents the Company files with the Commission from time to time. The Company undertakes no obligation to update forward-looking statements, except as required by law.

 

Exhibit Number   Description
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: July 24, 2026 FUSEMACHINES INC.
     
  By: /s/ Sameer Maskey
    Sameer Maskey
    Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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