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Fusemachines (FUSE) faces Nasdaq $50M value shortfall with Sept. 2026 deadline

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

Rhea-AI Filing Summary

Fusemachines Inc. received a notice from Nasdaq that its securities failed to meet the required $50,000,000 Market Value of Listed Securities (MVLS) for the last 30 consecutive business days under Nasdaq Listing Rule 5450(b)(2)(A).

The company’s common stock will continue trading on the Nasdaq Global Market under the symbol FUSE during a 180‑day compliance period, ending on September 23, 2026. Fusemachines can regain compliance if its MVLS is at or above $50,000,000 for at least 10 consecutive business days, and it plans to monitor MVLS and consider options to meet this standard.

Positive

  • None.

Negative

  • Nasdaq MVLS deficiency and delisting risk: Fusemachines’ securities have stayed below Nasdaq’s required $50,000,000 Market Value of Listed Securities for 30 consecutive business days, triggering a deficiency notice and starting a 180‑day window to regain compliance or face potential listing consequences.

Insights

Nasdaq MVLS deficiency notice introduces delisting risk but allows time to cure.

Fusemachines Inc. has fallen below Nasdaq’s required $50,000,000 Market Value of Listed Securities for 30 consecutive business days. This triggers a formal deficiency notice under Listing Rule 5450(b)(2)(A), a clear warning that the company no longer meets one key continued listing standard.

The stock remains on the Nasdaq Global Market while Fusemachines has 180 calendar days, until September 23, 2026, to regain compliance. Nasdaq will deem the company compliant again if MVLS reaches at least $50,000,000 for 10 straight business days. The company states it will monitor MVLS and evaluate options, but any actual actions are not detailed here.

If compliance is not restored, potential outcomes can include transfer to the Nasdaq Capital Market or eventual delisting, subject to Nasdaq procedures. Investors will need to rely on future company and exchange disclosures for any concrete steps or changes in listing status.

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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
MVLS requirement $50,000,000 Minimum Market Value of Listed Securities under Nasdaq Rule 5450(b)(2)(A)
Non-compliance period 30 consecutive business days Duration MVLS stayed below $50,000,000 before notice
Compliance window 180 calendar days Period to regain MVLS compliance ending September 23, 2026
Compliance test 10 consecutive business days Required period MVLS must be at or above $50,000,000
Compliance deadline September 23, 2026 Last day of Nasdaq MVLS compliance period
Market Value of Listed Securities financial
"had not maintained the minimum Market Value of Listed Securities (“MVLS”) of $50,000,000"
The market value of listed securities is the total worth of stocks, bonds and other tradable instruments quoted on an exchange, measured using the prices investors are willing to pay right now. It’s calculated by multiplying each security’s current market price by the number of units outstanding and adding those amounts together, like totaling the value of every item in a store at today’s prices. Investors watch this because it shows the size, liquidity and overall health of the market or a company’s publicly traded portion, and it influences index weights, fund allocations and perceived risk.
Nasdaq Global Market financial
"the Company’s common stock on the Nasdaq Global Market, and the Company’s common stock will continue to trade"
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 Listing Rule 5450(b)(2)(A) regulatory
"required by the continued listing requirements of Nasdaq Listing Rule 5450(b)(2)(A)"
Nasdaq Listing Rule 5810(c)(3)(C) regulatory
"In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has 180 calendar days"
Nasdaq Capital Market financial
"the possible transfer of the Company’s listing to The Nasdaq Capital Market, and the continued listing"
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.
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.
Understanding 8-K Material Events →
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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): March 27, 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)

 

251 West 30th Street, 5th Floor

New York. New York 10001

(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 March 27, 2026, Fusemachines Inc. (the “Company”, received deficiency notices from the Nasdaq Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days the Company’s securities had not maintained the minimum Market Value of Listed Securities (“MVLS”) of $50,000,000 required by the continued listing requirements of Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Notice”). The MVLS have no immediate effect on the listing 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)(C), the Company has 180 calendar days, or until September 23, 2026, to regain compliance with the MVLS requirement. If at any time before September 23, 2026, the Company’s MVLS closes at or above $50,000,000 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 MVLS 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 Registration Statement on Form S-4 (File No. 333-283520) declared effective by the Commission on June 30, 2025, the Company’s Current Report on Form 8-K filed with the Commission on October 29, 2025 as amended on November 28, 2025, 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.

 

Item 9.01. Financial Statements and Exhibits.

 

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: April 2, 2026 FUSEMACHINES INC.
       
    By: /s/ Sameer Maskey
      Sameer Maskey
      Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq notification did Fusemachines (FUSE) receive?

Fusemachines received a Nasdaq notice that its securities failed to meet the required $50,000,000 Market Value of Listed Securities for 30 consecutive business days. This deficiency under Listing Rule 5450(b)(2)(A) starts a formal compliance period but does not immediately remove the stock from Nasdaq.

Does Fusemachines (FUSE) remain listed on the Nasdaq Global Market?

Yes, Fusemachines’ common stock continues trading on the Nasdaq Global Market under the symbol FUSE. The MVLS deficiency notice has no immediate effect on listing, giving the company time to regain compliance before any potential listing action is considered.

What is the compliance deadline for Fusemachines to meet Nasdaq’s MVLS rule?

Fusemachines has 180 calendar days, until September 23, 2026, to regain compliance with Nasdaq’s $50,000,000 Market Value of Listed Securities requirement. Regaining compliance within this period would resolve the deficiency without further listing sanctions.

How can Fusemachines regain compliance with Nasdaq’s MVLS requirement?

To regain compliance, Fusemachines’ Market Value of Listed Securities must close at or above $50,000,000 for at least 10 consecutive business days before September 23, 2026. Nasdaq would then send written confirmation that the company again meets the continued listing standard.

What actions does Fusemachines plan in response to the Nasdaq notice?

Fusemachines states it will actively evaluate and monitor its Market Value of Listed Securities and review available options to regain compliance during the 180‑day period. Specific strategic or financial steps are not detailed, only the company’s intent to address the listing requirement.

Could Fusemachines move to the Nasdaq Capital Market due to this issue?

The company notes that a possible transfer to The Nasdaq Capital Market is among future scenarios referenced in its forward‑looking statements. However, no transfer decision or application is described, only that continued listing and market tier could be affected by compliance outcomes.

Filing Exhibits & Attachments

4 documents

Other Documents