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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) October 23, 2026
FUSEMACHINES
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-42909 |
|
98-1602789 |
| (State
or other jurisdiction of |
|
(Commission |
|
(I.R.S.
Employer |
| incorporation or organization) |
|
File
Number) |
|
Identification
Number) |
200
West 41st Street, 21st Floor
New
York. New York 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 1.01 Entry into a Material Definitive
Agreement.
On October 23, 2026, Fusemachines Inc., a Delaware
corporation (the “Company”), entered into a Third Common Stock Purchase Warrant Amendment (the “Shortfall Warrant Amendment”)
with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Meteora Strategic Capital, LLC (collectively, “Meteora”),
amending the Common Stock Purchase Warrant, dated as of October 22, 2025, held by Meteora (as previously amended, the “Shortfall
Warrant”). The Shortfall Warrant Amendment (i) amends the exercise price of the Shortfall Warrant, which previously equaled the
greater of the Termination Price under the Company’s Forward Purchase Agreement with Meteora and $0.85 per share, to equal the average
of the daily VWAP Price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for the two
scheduled trading days immediately preceding the date on which the applicable notice of exercise is delivered, subject to adjustment as
provided in the Shortfall Warrant, and (ii) shortens the term of the Shortfall Warrant so that it expires at 5:00 p.m. (New York City
time) on October 22, 2027, rather than October 22, 2028. As a result, the exercise price of the Shortfall Warrant is no longer determined
by reference to the Termination Price and is no longer subject to a minimum exercise price.
The
Shortfall Warrant was previously
disclosed in the Company’s prior filings with the U.S. Securities and Exchange Commission (the “Commission”), and except
as described above, its terms
remain in full force and effect.
The
foregoing description of the Shortfall Warrant Amendment does not
purport to be complete and is qualified
in its entirety
by reference to the full text of such document, a copy of
which is filed
as Exhibits 4.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
|
Description |
| 4.1 |
|
Third Common Stock Purchase Warrant Amendment, dated as of October 23, 2026 |
| 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: October 23, 2026 |
FUSEMACHINES INC. |
| |
|
|
| |
By: |
/s/
Sameer Maskey |
| |
|
Sameer Maskey |
| |
|
Chief Executive Officer |
