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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 7, 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
8.01 Other Events.
On
July 7, 2026, Fusemachines Inc., a Delaware corporation (the “Company”), received a written notification from
The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq has determined that the Company has regained
compliance with Nasdaq Listing Rule 5450(b)(1)(C), which requires the Company to maintain a minimum market value of publicly held shares
of $15,000,000. Accordingly, Nasdaq has indicated that the matter is now closed.
A
copy of the press release issued by the Company announcing the foregoing is filed as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release dated July 8, 2026 |
| 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 8, 2026 |
FUSEMACHINES INC. |
| |
|
|
| |
By: |
/s/ Sameer Maskey |
| |
|
Sameer
Maskey |
| |
|
Chief
Executive Officer |
Exhibit 99.1
Fusemachines
Regains Compliance with Nasdaq’s Minimum Market Value of Publicly Held Shares Listing Rule
New
York, NY – July 8, 2026 – Fusemachines Inc. (NASDAQ: FUSE), a leading provider
of enterprise AI products and services, today announced that on July 7, 2026 the Company received a letter from the Nasdaq Stock Market
LLC (“Nasdaq”) stating that the Company has regained compliance with the minimum market value of publicly held shares (“MVPHS”)
requirement under Nasdaq Listing Rule 5450(b)(1)(C). Accordingly, the Company’s common stock will continue to be listed on the
Nasdaq Global Market.
About
Fusemachines
Founded
in 2013, Fusemachines is a global provider of enterprise AI products and services, on a mission to democratize AI. Leveraging
proprietary AI Studio, AI Engines and AI Agents, the company helps drive clients’ AI Enterprise Transformation, regardless of where
they are in their Digital AI journeys. With offices in North America, Asia, and Latin America, Fusemachines provides a suite of enterprise
AI offerings and specialty services that allow organizations of any size to implement and scale AI. Fusemachines serves companies in
industries such as retail, manufacturing, and government.
Fusemachines
continues to actively pursue the mission of democratizing AI for the masses by providing high-quality AI education in underserved communities
and helping organizations achieve their full potential with AI.
To
learn about Fusemachines, visit www.fusemachines.com.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements include, without limitation, statements regarding the Company’s agentic AI programs, product development initiatives,
commercialization strategy, enterprise AI offerings, and expected market opportunities. Forward-looking statements may be identified
by words such as “anticipate,” “believe,” “continue,” “could,” “expect,”
“intend,” “may,” “plan,” “potential,” “will,” “would,” and similar
expressions.
These
forward-looking statements are based on current expectations, estimates, assumptions, and projections and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Such risks and
uncertainties include, among others, risks related to customer adoption and retention; the Company’s ability to develop, maintain,
and enhance its products and platform; the ability of the Company’s AI solutions to deliver expected operational and business benefits;
reliance on third-party platforms, partners, data, and infrastructure; competition in the markets in which the Company operates; cybersecurity,
data privacy, regulatory, and intellectual property risks; and changing macroeconomic, industry, and market conditions.
Additional
information regarding these and other risks and uncertainties is included in the Company’s filings with the U.S. Securities and
Exchange Commission, including its most recent Annual Report on Form 10-K filed with the SEC on March 27, 2026, and subsequent Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K. Forward-looking statements speak only as of the date they are made, and Fusemachines
undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise,
except as required by law.
Media
Contact:
pr@fusemachines.com
Investor
Contact:
ir@fusemachines.com
+1
347 212-5075
