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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 |
