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. is asking stockholders to approve three items at its 2026 virtual annual meeting on June 9, 2026. The key proposal would amend the 2025 Omnibus Equity Incentive Plan to add 2,000,000 shares, raising the plan’s share pool to 3,500,000 shares.
Stockholders will also vote on electing three Class I directors to terms running to the 2029 meeting and on ratifying KNAV CPA LLP as independent auditor for the year ending December 31, 2026. Stockholders of record on April 15, 2026, when 28,938,266 common shares were outstanding, can vote online, by phone, mail or at the virtual meeting.
Fusemachines Inc. is registering up to 11,363,636 shares of common stock for resale by Roth Principal Investments under a committed equity facility. These shares may be issued over up to 36 months as Fusemachines, at its discretion, sells stock to Roth for up to $20,000,000 in funding.
Fusemachines will receive no proceeds from Roth’s resale of the shares, only from its primary sales to Roth, which are priced off Nasdaq VWAP with 3%–5% discounts and a $0.50 minimum price. As of April 10, 2026, 28,939,240 shares were outstanding, and Nasdaq rules cap new issuances to Roth at 5,750,000 shares unless shareholders approve more.
Fusemachines Inc. filed a prospectus covering the resale of up to 11,363,636 shares of common stock by Roth Principal Investments under a committed equity facility. Fusemachines is not selling shares in this offering and will not receive proceeds from Roth’s resales.
The company may sell up to $20,000,000 of stock directly to Roth over a 36‑month period at discounts to market VWAP, subject to Nasdaq’s 19.99% Exchange Cap and a 4.99% beneficial ownership limit. If fully issued, these shares would significantly dilute existing holders and could pressure the trading price as Roth resells into the market.
Fusemachines Inc. entered a controlled equity facility and plans to register up to 11,363,636 shares of common stock for resale by Roth Principal Investments. Under a new purchase agreement, Fusemachines may, at its sole discretion, sell up to $20,000,000 of stock over a period of up to 36 months through various intraday, pre-market, post-market and market-open purchases, each priced off VWAP with 3–5% discounts. Issuances are constrained by a Nasdaq Exchange Cap of 5,750,000 shares, equal to 19.99% of pre-deal shares, and a 4.99% beneficial ownership limit for Roth Principal Investments. The company will pay fees including a $20,000 structuring fee, a $300,000 cash commitment fee and legal and underwriter costs, and expects to use any net proceeds for working capital and general corporate purposes.
Fusemachines Inc. received a notice from Nasdaq that its securities failed to meet the required $50,000,000 Market Value of Listed Securities (MVLS) for the last 30 consecutive business days under Nasdaq Listing Rule 5450(b)(2)(A).
The company’s common stock will continue trading on the Nasdaq Global Market under the symbol FUSE during a 180‑day compliance period, ending on September 23, 2026. Fusemachines can regain compliance if its MVLS is at or above $50,000,000 for at least 10 consecutive business days, and it plans to monitor MVLS and consider options to meet this standard.
Fusemachines Inc. files a prospectus supplement registering up to 9,487,500 shares of Common Stock to be issued upon exercise of public warrants at an exercise price of $11.50 per share and the resale of up to 26,548,715 shares of Common Stock by selling stockholders, including 6,201,531 shares issuable upon exercise of private placement warrants. The company also filed its Annual Report on Form 10-K, which discloses going concern language: cash of $4,221 thousand, net cash used in operations of $5,529 thousand for the year ended December 31, 2025, and an accumulated deficit of $35,145 thousand. Shares outstanding were 28,938,266 as of March 26, 2026. The prospectus supplement and 10-K highlight concentration risk (two customers ~30% and 23% of 2025 revenue), more than 270 employees, and IP and market-risk disclosures.
Fusemachines Inc. files its annual report describing its enterprise AI platforms, services and global talent model, along with extensive risk disclosures. The company provides AI Studio, industry-specific Engines, and Agents to large customers, supported by more than 270 full-time employees as of December 31, 2025.
Fusemachines remains unprofitable, with comprehensive losses of approximately $0.93 million in 2025 and $15.3 million in 2024 and an accumulated deficit of about $35.1 million. As of December 31, 2025 it held cash of roughly $4.2 million and used about $5.5 million of cash in operating activities, leading auditors to express substantial doubt about its ability to continue as a going concern.
The business is exposed to concentrated revenue, with two customers representing approximately 30% and 23% of revenue in 2025 and 2024, respectively, and many contracts that are short term or terminable on 60–90 days’ notice. Management highlights intense competition in the AI market, rapid technological change, cybersecurity and IP risks, heavy reliance on international operations (particularly in Nepal), and significant ongoing funding needs. Common stock began trading on Nasdaq in October 2025, and there were 28,938,266 shares outstanding as of March 26, 2026.
Fusemachines Inc. entered into an amendment to its existing Forward Purchase Agreement with Meteora-affiliated funds, changing how the deal’s “Termination Price” is set. Previously fixed at $12.00, this price will now reset on the first trading day of each week to the lower of $12.00 or the prior week’s volume-weighted average price, subject to a floor.
Shares and warrants issued under the agreement will be split into two equal tranches, one with a Reset Price Floor of $5.00 and another with a floor of $2.50. In a related warrant amendment, the exercise price on the Meteora shortfall common stock purchase warrant was reduced from $12.00 per share to $10.00 per share.
Fusemachines Inc. received an amended Schedule 13G showing that EXTENDED OPPORTUNITIES FUND LP and its managing members hold significant stakes in the company’s common stock. The fund reports beneficial ownership of 4,072,414 shares, representing 13.61% of the common stock.
Based on 29,908,235 shares of common stock, Jonathan Binder and Charles Cassel each report beneficial ownership of 4,636,826 and 4,636,827 shares, respectively, or 15.5% of the class. Their positions include personal shares issued in connection with the issuer’s business combination and shares held through EXTENDED OPPORTUNITIES FUND LP, over which they have sole voting and dispositive power.