Fusemachines Inc. filings document the company’s public-company registration, governance, capital structure and material corporate events. Registration statements and amendments provide formal disclosures around the enterprise AI business, financial statements, risk factors, common stock and warrants.
The company’s 8-K filings cover material agreements such as equity purchase and registration rights arrangements, amendments to forward purchase and warrant terms, and Nasdaq continued-listing compliance notices. Proxy materials document annual meeting procedures, shareholder voting matters and board governance for the issuer.
Fusemachines Inc. entered into a Securities Purchase Agreement with affiliates of Meteora Capital Partners for an Original Issue Discount Senior Unsecured Convertible Promissory Note with aggregate original principal of $2,500,000 and aggregate purchase price of $2,050,000, reflecting an 18% original issue discount. The zero-coupon Note matures on February 12, 2027, ranks senior in right of payment to existing and future indebtedness subject to permitted indebtedness, and is convertible at the holder’s option into common stock at a fixed $4.20 per share with no ratchets, resets or variable pricing.
Fusemachines also issued a Common Stock Purchase Warrant to purchase up to 2,050,000 common shares at a fixed exercise price of $4.20 per share, without pricing resets, ratchets or other floating-price mechanisms. The Note and Warrant together support a potential investment of up to $10.66 million, including up to approximately 595,238 shares issuable upon Note conversion and additional proceeds of up to $8.61 million if all warrants are exercised for cash. The securities were sold in a private placement relying on Section 4(a)(2) and Rule 506(b) to accredited investors, and Fusemachines agreed to file a registration statement to register for resale the shares underlying the Note and Warrant while investing in growth of its Agentic AI platform.
Fusemachines Inc. reported that on July 24, 2026 it received a notification from the Nasdaq Listing Qualifications Department that it 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 under Nasdaq Listing Rule 5450(b)(2)(C). Nasdaq’s determination was based on the company’s MVPHS being below $15,000,000 for 30 consecutive business days from June 10, 2026 through July 23, 2026.
The notice has no immediate effect on the listing or trading of Fusemachines’ common stock, which will continue to trade on the Nasdaq Global Market under the symbol FUSE during the compliance period. Under Nasdaq Listing Rule 5810(c)(3)(D), the company has 180 calendar days, until January 20, 2027, to regain compliance, which would occur if its MVPHS closes at or above $15,000,000 for at least 10 consecutive business days. Fusemachines states it intends to actively evaluate and monitor its MVPHS and consider available options, including a possible transfer to the Nasdaq Capital Market, to address the continued listing requirements.
Fusemachines Inc. reported that Nasdaq has determined the company has regained compliance with Nasdaq Listing Rule 5450(b)(1)(C), which requires a minimum market value of publicly held shares of $15,000,000. This means Fusemachines’ common stock will continue to be listed on the Nasdaq Global Market.
The company also issued a press release describing its enterprise AI products and services business and reiterating its focus on AI-driven solutions and education initiatives. The update removes the immediate listing-compliance concern that had been pending with Nasdaq.
Fusemachines Inc. filed a current report to correct how insider share ownership is reported and to provide an updated ownership table. The company explains that prior Forms 4 for director Timothy Gocher mistakenly treated shares held by Dolma Impact Fund I as his beneficial holdings, even though he serves only as Dolma’s Chief Executive Officer and has no voting or dispositive power over those shares. Amended Forms 4 have now been filed to remove Dolma’s 2,677,293 shares from Mr. Gocher’s reported beneficial ownership.
The filing also presents an updated snapshot of major shareholders and management ownership based on 28,985,302 common shares outstanding as of July 1, 2026. Consilium-related funds and their managers collectively report beneficial ownership stakes of around 38–40% each, while founder and CEO Sameer Maskey holds just over 20%. All current directors and executive officers as a group hold about 23% of the company’s common stock.
Gocher Timothy Edward reported acquisition or exercise transactions in this Form 4 filing.
Fusemachines Inc. director Timothy Edward Gocher reported an amended insider filing that both corrects past ownership disclosure and records a new equity award. The amendment clarifies that Dolma Impact Fund directly holds 2,677,293 shares of Fusemachines common stock, with Dolma’s investment committee holding voting and dispositive authority, and that Gocher does not participate in matters regarding these shares under Dolma’s policies.
Separately, Gocher received a grant of 50,000 shares of common stock on January 6, 2025, in the form of Restricted Stock Units under Fusemachines’ 2025 Omnibus Equity Incentive Plan. These RSUs vest in two equal installments over one year, and each RSU represents the right to receive one share of Fusemachines common stock, leaving Gocher with 50,000 shares directly owned after the award.
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.
Fusemachines Inc. director Julia Bell Hirschberg reported an initial beneficial ownership of 50,000 shares of the company’s common stock as of May 31, 2026. A related footnote describes a Restricted Stock Unit (RSU) award under the 2025 Omnibus Equity Incentive Plan that vests in two equal installments over a one-year period.
Fusemachines Inc. held its 2026 Annual Meeting of Stockholders, where stockholders elected three Class I directors, approved an equity incentive plan amendment, and ratified the company’s auditor. Shares of common stock entitled to vote totaled 28,938,266, with 24,896,070 shares present in person or by proxy, representing about 86.0% of eligible shares and establishing a quorum.
Stockholders elected Bharat Krish, Tim Gocher, and Salman Alam as Class I directors. They also approved an amendment to the 2025 Omnibus Equity Incentive Plan to increase the maximum number of shares available to participants by 2,000,000 shares to a total of 3,500,000 shares. In addition, KNAV CPA LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Fusemachines Inc. reported changes to its Board of Directors. Effective May 31, 2026, the Board appointed Dr. Julia Hirschberg as a Class II director, serving until the 2027 annual meeting or until a successor is elected and qualified. She also joins the Audit, Compensation, and Nominating and Corporate Governance Committees and becomes chair of the Compensation Committee.
In connection with her appointment, director Sanjay Shrestha resigned from the Board and its committees, with the company stating his resignation was not due to any disagreement on operations, policies, or practices. A related press release highlights Dr. Hirschberg’s extensive background in artificial intelligence research, industry leadership, and AI governance, which the company believes will support its enterprise AI strategy and responsible innovation efforts.
Fusemachines Inc. reports first-quarter 2026 results showing continuing losses and liquidity pressure. Revenue was $1.88 million for the three months ended March 31, 2026, compared with $1.95 million a year earlier, while the net loss widened to $0.87 million.
Cash and cash equivalents fell to $1.77 million from $4.22 million at December 31, 2025, driven by $2.22 million of cash used in operating activities. Total liabilities were $19.98 million against a stockholders’ deficit of $15.03 million, including a $8.10 million forward purchase derivative liability.
Management states that recurring losses, negative operating cash flows and an accumulated deficit of $36.10 million raise substantial doubt about the company’s ability to continue as a going concern. A new $20 million committed equity facility with Roth Principal Investments offers potential funding, but no proceeds have been drawn and the related S-1 is not yet effective.