Fusemachines director granted options, corrects holdings
Fusemachines Inc. director Timothy Edward Gocher filed an amended insider report reflecting a stock option grant and a correction to his reported holdings.
Rhea-AI Filing Summary
Fusemachines Inc. director Timothy Edward Gocher filed an amended insider report reflecting a stock option grant and a correction to his reported holdings. He received options to purchase up to 19,740 shares of Fusemachines common stock at an exercise price of $0.70 per share, expiring on February 8, 2033.
The amendment also clarifies that 2,677,293 shares of Fusemachines common stock are held directly by Dolma Impact Fund. Dolma’s investment committee holds voting and dispositive authority over these shares, and Mr. Gocher does not participate in matters related to them, so prior beneficial ownership attribution to him was erroneous.
Positive
- None.
Negative
- None.
Insider Trade Summary
Grant/Award: 19,740 shares
Grant/Award
1 txn
Insider
Gocher Timothy Edward
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Options to purchase common stock | 19,740 | $0.00 | $0.00 |
Holdings After Transaction:
Options to purchase common stock — 19,740 contracts (Direct)
Footnotes (4)
- F1. The purpose of this amendment is to correct the beneficial ownership of securities disclosed in the report filed by the Reporting Person with the Securities and Exchange Commission on January 8, 2026 (the "Original Report"). Dolma Impact Fund ("Dolma") directly holds 2,677,293 shares of the Registrant's common stock (the "Dolma Shares"). The Original Report erroneously attributed beneficial ownership of the Dolma Shares to the Reporting Person. Pursuant to an arrangement put into place on October 22, 2025, Dolma's investment committee holds voting and dispositive authority over the Dolma Shares. Pursuant to Dolma's policies and procedures, Mr. Gocher does not participate in any matters with respect to the Dolma Shares.
- F2. Pursuant to the merger agreement dated January 22, 2024 and amended on August 27, 2024 between CSLM Acquisition Corp., a Cayman Islands exempted company ("CSLM"), CSLM Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of CSLM ("Merger Sub"), Fusemachines Inc., a Delaware company ("Old Fusemachines"), and CSLM Holdings, Inc. ("New Fusemachines") (as amended, the "Business Combination Agreement"), each issued and outstanding share of Old Fusemachines common stock was converted into shares of New Fusemachines common stock at a conversion ratio of 0.6580 (the "Conversion Ratio").
- F3. Pursuant to the Business Combination Agreement, each issued and outstanding option to purchase shares of Old Fusemachines common stock was converted into an option to purchase shares of New Fusemachines common stock, with the number of shares underlying the option and the exercise price of the option, each adjusted in accordance with the Conversion Ratio.
- F4. Represents options to purchase up to an aggregate of 19,740 shares of New Fusemachines common stock.
Key Figures
Options granted: 19,740 options
Exercise price: $0.70 per share
Option expiration: February 8, 2033
+3 more
6 metrics
Options granted
19,740 options
Grant of options to purchase Fusemachines common stock
Exercise price
$0.70 per share
Exercise price for granted Fusemachines stock options
Option expiration
February 8, 2033
Expiration date of granted Fusemachines options
Dolma shareholding
2,677,293 shares
Shares of Fusemachines common stock held by Dolma Impact Fund
Conversion ratio
0.6580
Conversion ratio from Old Fusemachines to New Fusemachines common stock
Underlying shares per option grant
19,740 shares
Common shares underlying the granted options
Key Terms
beneficial ownership, Business Combination Agreement, conversion ratio, options to purchase common stock, +1 more
5 terms
beneficial ownership financial
"The purpose of this amendment is to correct the beneficial ownership of securities disclosed in the report filed..."
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Business Combination Agreement financial
"Pursuant to the merger agreement dated January 22, 2024 and amended on August 27, 2024 ... (as amended, the "Business Combination Agreement")"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
conversion ratio financial
"each issued and outstanding share of Old Fusemachines common stock was converted into shares ... at a conversion ratio of 0.6580"
The conversion ratio is the number of common shares an investor receives when a convertible security (like a bond or preferred share) or an exchangeable instrument is turned into ordinary stock. It matters because it tells investors how much ownership or dilution will occur — similar to knowing how many slices you get when you trade in a coupon — and directly affects the value you get from the convertible and the company’s future share count.
options to purchase common stock financial
"Represents options to purchase up to an aggregate of 19,740 shares of New Fusemachines common stock."
voting and dispositive authority financial
"Dolma's investment committee holds voting and dispositive authority over the Dolma Shares."
FAQ
What did Fusemachines (FUSE) director Timothy Gocher report in this Form 4/A?
Timothy Gocher reported an amended insider filing showing a grant of options for 19,740 Fusemachines shares and a correction to previously reported beneficial ownership. The amendment clarifies which shares he actually controls versus those controlled by Dolma Impact Fund.
How many stock options did Timothy Gocher receive from Fusemachines (FUSE)?
He received options to purchase up to 19,740 shares of Fusemachines common stock. These options carry an exercise price of $0.70 per share and expire on February 8, 2033, giving him a long-dated equity incentive linked to the company’s performance.
What is the exercise price and expiration date of the FUSE options granted to Gocher?
The options have a $0.70 per share exercise price and expire on February 8, 2033. This means Gocher can buy Fusemachines common stock at $0.70 up to that date, subject to any vesting or other conditions in the underlying grant.
Why did Fusemachines director Gocher amend his prior Form 4 for FUSE?
The amendment corrects the beneficial ownership previously disclosed, which had erroneously attributed Dolma Impact Fund’s 2,677,293 shares to him. It clarifies that Dolma’s investment committee controls these shares, and Gocher does not take part in related decisions.
What business combination terms affecting Fusemachines (FUSE) are mentioned in the filing?
The filing references a Business Combination Agreement where each Old Fusemachines common share converted into New Fusemachines common stock at a 0.6580 conversion ratio. Existing stock options were likewise adjusted so share counts and exercise prices reflected this ratio.
AI-generated analysis. How Rhea-AI works. Not financial advice.
