Fusemachines to issue 2.14M shares for $1.3M fees
Fusemachines is converting about $1.30 million of accrued vendor and service-provider obligations into up to 2.14 million common shares at a VWAP-based price.
Rhea-AI Filing Summary
Fusemachines Inc. (FUSE) entered into a Securities Purchase Agreement with certain vendors and service providers to convert outstanding obligations into equity. The company agreed to issue up to 2,138,935 shares of common stock at a per share price of $0.6103, in satisfaction of approximately $1.30 million of accrued and unpaid fees and other amounts owed to these counterparties. The price was based on the volume-weighted average price of the stock over the five trading days ending immediately before the closing date. No cash is being paid to the company; the consideration is the cancellation of the accrued fees. Fusemachines anticipates issuing the shares on or about September 14, 2026 under a private placement exemption, and has agreed to file a resale registration statement and use commercially reasonable efforts to have it declared effective within 90 days after closing.
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8-K Event Classification
3 items: 1.01, 3.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Accrued fees converted: $1.30 million
Shares to be issued: 2,138,935 shares
Per share purchase price: $0.6103 per share
+3 more
6 metrics
Accrued fees converted
$1.30 million
Aggregate accrued and unpaid fees and other amounts being satisfied
Shares to be issued
2,138,935 shares
Maximum aggregate common shares issuable to vendors and service providers
Per share purchase price
$0.6103 per share
Based on 5-day VWAP ending immediately before the closing date
Anticipated issuance date
September 14, 2026
Expected date the shares will be issued
Registration effectiveness target
90 days
Company will use commercially reasonable efforts to have resale registration effective within 90 days after closing
Par value per common share
$0.0001 per share
Par value of Fusemachines common stock
Key Terms
Securities Purchase Agreement, volume-weighted average price, Section 4(a)(2) of the Securities Act, Rule 506(b) of Regulation D, +2 more
6 terms
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement (the “Purchase Agreement”)"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
volume-weighted average price financial
"calculated as the volume-weighted average price (“VWAP”) of the Common Stock"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
Section 4(a)(2) of the Securities Act regulatory
"in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Rule 506(b) of Regulation D regulatory
"and Rule 506(b) of Regulation D promulgated thereunder"
Rule 506(b) of Regulation D is a set of rules that allows companies to raise money from investors without having to register with the government, as long as they follow certain guidelines. It lets companies offer securities to a limited number of investors, often trusted or experienced ones, making it easier and quicker to raise funds compared to traditional methods. This rule matters to investors because it provides access to private investment opportunities that are generally less regulated but still require careful consideration.
registration statement on Form S-3 regulatory
"agreed to file a registration statement on Form S-3 (or Form S-1)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of Section 27A of the Securities Act"
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 transaction did FUSE announce on September 10, 2026?
Fusemachines Inc. entered into a Securities Purchase Agreement with certain vendors and service providers to issue up to 2,138,935 shares of common stock to them in exchange for cancelling approximately $1.30 million of accrued and unpaid fees and other amounts owed.
Will Fusemachines (FUSE) receive any cash from this transaction?
No. The company states that no cash consideration was received; the sole consideration for the shares is the satisfaction and cancellation of the approximately $1.30 million in accrued and unpaid fees and other amounts owed.
AI-generated analysis. How Rhea-AI works. Not financial advice.
