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Fusemachines warned on Nasdaq $1 bid requirement

(Moderate)
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Fusemachines Inc. (FUSE) disclosed that on September 18, 2026 it received a Nasdaq notice that its common stock is not in compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Global Market, after trading below $1.00 for at least 30 consecutive business days.

The company has 180 calendar days from September 18, 2026, until March 17, 2027, to regain compliance, which will occur if the closing bid price is at or above $1.00 for at least 10 consecutive business days, potentially extended to 20 days at Nasdaq’s discretion. If compliance is not regained, Fusemachines may seek to transfer its listing to the Nasdaq Capital Market for an additional 180-day compliance period, subject to meeting other listing criteria. The company states it intends to monitor its share price and evaluate options to regain compliance.

Positive

  • None.

Negative

  • Nasdaq minimum bid deficiency notice: Fusemachines’ stock has traded below $1.00 for at least 30 consecutive business days, putting its Nasdaq Global Market listing at risk if compliance is not regained within the specified periods.

Filing Explained

The Nasdaq notice does not immediately remove Fusemachines from the Nasdaq Global Market: the company’s common-stock listing remains fully effective while it works through the stated compliance period.

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, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Minimum Bid Price Requirement $1.00 per share Required minimum closing bid price for continued listing on the Nasdaq Global Market under Nasdaq Listing Rule 5450(a)(1)
Non-compliance trigger period 30 consecutive business days Period during which FUSE’s closing bid price was below $1.00, leading to Nasdaq’s deficiency notice
Initial compliance period 180 calendar days From September 18, 2026 until March 17, 2027 for Fusemachines to regain minimum bid price compliance
Compliance bid-price window 10–20 consecutive business days Closing bid must be at or above $1.00 for at least 10 consecutive business days, extendable to 20 at Nasdaq’s discretion
Notice date September 18, 2026 Date Fusemachines received Nasdaq’s notification of non-compliance with the minimum bid price requirement
Compliance deadline March 17, 2027 End of the initial 180-day period for Fusemachines to regain minimum bid price compliance
Minimum Bid Price Requirement regulatory
"not currently in compliance with the minimum bid price requirement for continued listing"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
Nasdaq Global Market regulatory
"continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing"
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 regulatory
"the Company may transfer to The Nasdaq Capital Market and be afforded"
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.
market value of publicly held shares financial
"meets the continued listing requirement for 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.
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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq notice did Fusemachines Inc. (FUSE) receive on September 18, 2026?

On September 18, 2026, Fusemachines Inc. received a Nasdaq notice that its common stock is not in compliance with the $1.00 minimum bid price requirement after the closing bid stayed below $1.00 for at least 30 consecutive business days.

How long does FUSE have to regain compliance with Nasdaq’s minimum bid price rule?

Fusemachines has 180 calendar days from September 18, 2026, until March 17, 2027, to regain compliance. Compliance is restored if the closing bid price is at or above $1.00 per share for at least 10 consecutive business days, which Nasdaq may extend to 20 days.

What happens if Fusemachines (FUSE) does not regain compliance by March 17, 2027?

If Fusemachines does not regain compliance by March 17, 2027, it may seek to transfer its listing to the Nasdaq Capital Market and obtain an additional 180-day compliance period, provided it meets all initial listing standards for that market except the minimum bid price and notifies Nasdaq of its intent to cure.

Does the Nasdaq deficiency notice immediately affect FUSE’s current listing status?

No. The company states the Nasdaq notice has no immediate effect on the listing of its common stock on the Nasdaq Global Market, and the listing remains fully effective while Fusemachines is within the compliance period.

What actions does Fusemachines Inc. plan regarding the Nasdaq minimum bid price issue?

Fusemachines states that it intends to actively monitor the bid price of its common stock and evaluate available options to regain compliance with the Nasdaq minimum bid price requirement during the allowed compliance period.

Under which Nasdaq rule is FUSE considered non-compliant with the minimum bid price?

Fusemachines is not in compliance with the Nasdaq Listing Rule 5450(a)(1), referred to as the Minimum Bid Price Requirement for continued listing on the Nasdaq Global Market.

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

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Learn about SEC filing dates
false 0002033383 0002033383 2026-09-18 2026-09-18 0002033383 FUSE:CommonStockParValue0.0001PerShareMember 2026-09-18 2026-09-18 0002033383 FUSE:WarrantsToPurchaseSharesOfCommonStockMember 2026-09-18 2026-09-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 18, 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, NY 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 September 18, 2026, Fusemachines Inc. (the “Company”) received a notification letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s common stock was below $1.00 per share for at least 30 consecutive business days, the Company is not currently in compliance with the minimum bid price requirement for continued listing on The Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”).

 

The notification has no immediate effect on the listing of the Company’s common stock on The Nasdaq Global Market, and, therefore, the Company’s listing remains fully effective.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from September 18, 2026, or until March 17, 2027, to regain compliance with the Minimum Bid Price Requirement. If at any time before March 17, 2027, the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days (which may be extended to be a period of up to 20 consecutive business days at the discretion of Nasdaq), Nasdaq will provide written notification that the Company has regained compliance with the Minimum Bid Price Requirement, and the matter would be resolved. If the Company does not regain compliance during the compliance period ending on March 17, 2027, then the Company may transfer to The Nasdaq Capital Market and be afforded an additional 180-day compliance period to regain compliance, provided that the Company (i) meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and (ii) notifies Nasdaq of its intent to cure the deficiency.

 

The Company intends to actively monitor the bid price for its common stock and evaluate available options to regain compliance with the Minimum Bid Price Requirement 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, 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 Annual Report on Form 10-K 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.

 

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: September 18, 2026 FUSEMACHINES INC.
     
  By: /s/ Sameer Maskey
    Sameer Maskey
    Chief Executive Officer

 

 

 

Filing Exhibits & Attachments

4 documents

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