Nasdaq warns Fusemachines (NASDAQ: FUSE) on $15M public float requirement

Rhea-AI Filing Summary

Fusemachines Inc. reported that Nasdaq has notified the company it is out of compliance with the Nasdaq Global Market rule requiring a minimum Market Value of Publicly Held Shares of $15,000,000. Nasdaq found that Fusemachines’ public float value was below this threshold for 30 consecutive business days from November 6, 2025 through January 14, 2026.

The notice does not immediately affect the listing or trading of Fusemachines’ common stock, which will continue to trade on the Nasdaq Global Market under the symbol FUSE. The company has 180 calendar days, until July 14, 2026, to regain compliance, which would occur if its public float closes at or above $15,000,000 for at least 10 consecutive business days. Fusemachines says it intends to actively monitor its market value and evaluate options to regain compliance.

Positive

• None.

Negative

• Nasdaq deficiency notice: Fusemachines is currently noncompliant with the Nasdaq Global Market’s $15,000,000 market value of publicly held shares requirement, creating a potential delisting risk if not cured.

Insights

Equity market structure analyst

Nasdaq noncompliance introduces delisting risk if Fusemachines cannot restore its public float above $15M within the cure period.

Nasdaq has notified Fusemachines Inc. that its Market Value of Publicly Held Shares fell below $15,000,000 for 30 consecutive business days, triggering a deficiency under the Nasdaq Global Market listing standards. This metric reflects the market value of shares held by public investors, not insiders, and a shortfall can signal limited trading liquidity and investor demand.

The company retains its listing for now and has 180 days, until July 14, 2026, to regain compliance by having its public float close at or above $15,000,000 for at least 10 straight business days. Management states it will evaluate and monitor options to regain compliance, and the text notes that potential actions could include seeking transfer to The Nasdaq Capital Market. Actual impact will depend on whether market value improves sufficiently during the cure window.

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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

FAQ

Why did Fusemachines (FUSE) receive a Nasdaq noncompliance notice?

Fusemachines received the notice because its Market Value of Publicly Held Shares was below $15,000,000 for 30 consecutive business days from November 6, 2025 through January 14, 2026, violating a Nasdaq Global Market continued listing requirement.

Does the Nasdaq notice immediately affect trading in Fusemachines (FUSE) stock?

No. The company states the Nasdaq notification has no immediate effect on the listing or trading of its common stock, which will continue to trade on the Nasdaq Global Market under the symbol FUSE during the compliance period.

How long does Fusemachines have to regain Nasdaq listing compliance?

Under Nasdaq rules, Fusemachines has 180 calendar days, until July 14, 2026, to regain compliance with the Market Value of Publicly Held Shares requirement.

How can Fusemachines regain compliance with Nasdaq’s $15,000,000 market value rule?

If at any time before July 14, 2026 Fusemachines’ Market Value of Publicly Held Shares closes at or above $15,000,000 for at least 10 consecutive business days, Nasdaq will notify the company that it has regained compliance.

What actions does Fusemachines plan in response to the Nasdaq notice?

Fusemachines says it intends to actively evaluate and monitor its Market Value of Publicly Held Shares and evaluate available options to regain compliance within the allowed period, and references potential actions including a possible transfer to The Nasdaq Capital Market.

Could Fusemachines be delisted from Nasdaq if it does not regain compliance?

The notice describes a deficiency under Nasdaq’s continued listing standards and outlines a cure period. If compliance is not regained within that period, Nasdaq’s rules allow for potential delisting, though the specific next steps are not detailed in this text.