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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 24, 2026
FUSEMACHINES
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42909 |
|
98-1602789 |
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
incorporation or organization) |
|
File
Number) |
|
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.
As
previously disclosed, on March 27, 2026, Fusemachines Inc. (the “Company”) received written notice from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company no longer satisfied Nasdaq Listing Rule
5450(b)(2)(A), which requires the Company to maintain a minimum Market Value of Listed Securities (“MVLS”) of $50,000,000
(the “MVLS Requirement”) for continued listing on The Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(C),
Nasdaq provided the Company 180 calendar days, or until September 23, 2026, to regain compliance with the MVLS Requirement.
On
September 24, 2026, Nasdaq notified the Company that, based upon the Company’s continued non-compliance with the MVLS
Requirement as of September 23, 2026, the Company’s securities were subject to delisting from Nasdaq unless the Company
requests a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company plans to timely request a hearing before
the Panel, which request will stay any further suspension or delisting action by Nasdaq at least until a hearing is held and any
extension that the Panel may grant to the Company following the hearing has expired. There can be no assurance that the Panel will
grant the Company’s request for continued listing. Although the Company is considering all available options to regain
compliance with the MVLS Requirement, there can be no assurance that the Company will be able to do so.
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 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 listed securities 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 25, 2026 |
FUSEMACHINES INC. |
| |
|
|
| |
By: |
/s/
Sameer Maskey |
| |
|
Sameer Maskey |
| |
|
Chief Executive Officer |
