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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) 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 |