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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) January 16, 2026 (January 15, 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) |
251
West 30th Street, 5th Floor
New
York. New York 10001
(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
January 15, 2026, Fusemachines Inc. (the “Company”) received a notification letter (the “Notification
Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the
Company is not in compliance with the continued listing requirement to maintain a minimum Market Value of Publicly Held Shares
(“MVPHS”) of $15,000,000 for the Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(C). Nasdaq’s
determination was based on the Company’s MVPHS having been below $15,000,000 for the prior 30 consecutive business days from
November 6, 2025 through January 14, 2026. The Notification Letter has no immediate effect on the listing or trading of the
Company’s common stock on the Nasdaq Global Market, and the Company’s common stock will continue to trade under the
symbol “FUSE” during the compliance period.
In
accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until July 14, 2026, to regain compliance with
the MVPHS requirement. If at any time before July 14, 2026, the Company’s MVPHS closes at or above $15,000,000 for a minimum of
10 consecutive business days, Nasdaq will provide written confirmation that the Company has regained compliance.
The
Company intends to actively evaluate and monitor its MVPHS and evaluate available options to regain compliance 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,
and 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 Current Report on Form 8-K filed with the Commission on October
29, 2025 as amended on November 28, 2025, 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.
| 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:
January 16, 2026 |
FUSEMACHINES INC. |
| |
|
|
| |
By: |
/s/ Sameer
Maskey |
| |
|
Sameer Maskey |
| |
|
Chief Executive Officer |
