Fusemachines Inc. (FUSE) seeks registration of up to 7,549,411 shares of Common Stock for resale by selling stockholders. The total includes 2,258,935 issued and outstanding shares and up to 5,290,476 shares issuable upon note conversion or warrant exercise, including up to 1,190,476 note-conversion shares and 4,100,000 warrant shares. Selling stockholders determine when and how to sell. Fusemachines will receive no proceeds from resales, but may receive proceeds from cash warrant exercises. These shares may not be sold until the registration statement is effective.
The August 2026 notes have $2.5 million aggregate original principal, convert at $4.20 per share, and mature February 12, 2027, when they must be repaid in cash. While outstanding, 33% of net proceeds from any financing and 33% of proceeds under the Forward Purchase Agreement must repay them. Cash was approximately $368,000 at June 30, 2026; during the six months ended June 30, 2026, Fusemachines used approximately $3.511 million in cash for operating activities. The company disclosed substantial doubt about its ability to continue as a going concern and identified material weaknesses in internal control over financial reporting. Nasdaq granted Fusemachines' hearing request after notifying it that its securities are subject to delisting; the hearing is scheduled for November 3, 2026.
Nasdaq notified Fusemachines Inc. (FUSE) on September 24, 2026, that its securities were subject to delisting after the company remained out of compliance with the $50,000,000 minimum Market Value of Listed Securities requirement as of September 23, 2026. The company had 180 calendar days from the March 27, 2026 notice to regain compliance.
Fusemachines plans to timely request a hearing before the Nasdaq Hearings Panel. The request would stay further suspension or delisting action at least until the hearing and any extension granted by the Panel have expired. The company said there can be no assurance the Panel will grant continued listing or that it will regain compliance.
Fusemachines Inc. (FUSE) disclosed that on September 18, 2026 it received a Nasdaq notice that its common stock is not in compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Global Market, after trading below $1.00 for at least 30 consecutive business days.
The company has 180 calendar days from September 18, 2026, until March 17, 2027, to regain compliance, which will occur if the closing bid price is at or above $1.00 for at least 10 consecutive business days, potentially extended to 20 days at Nasdaq’s discretion. If compliance is not regained, Fusemachines may seek to transfer its listing to the Nasdaq Capital Market for an additional 180-day compliance period, subject to meeting other listing criteria. The company states it intends to monitor its share price and evaluate options to regain compliance.
Fusemachines Inc. (FUSE) entered into a Securities Purchase Agreement with certain vendors and service providers to convert outstanding obligations into equity. The company agreed to issue up to 2,138,935 shares of common stock at a per share price of $0.6103, in satisfaction of approximately $1.30 million of accrued and unpaid fees and other amounts owed to these counterparties. The price was based on the volume-weighted average price of the stock over the five trading days ending immediately before the closing date. No cash is being paid to the company; the consideration is the cancellation of the accrued fees. Fusemachines anticipates issuing the shares on or about September 14, 2026 under a private placement exemption, and has agreed to file a resale registration statement and use commercially reasonable efforts to have it declared effective within 90 days after closing.
Fusemachines Inc. (FUSE) reported the initial holdings of its Chief Financial Officer, David R. Wells, on a Form 3. The filing shows direct beneficial ownership of 10,000 shares of common stock, reflecting a Restricted Stock Unit (RSU) award granted under the company’s 2025 Omnibus Equity Incentive Plan.
The RSU award vests on the date of grant, and each RSU represents the right to receive one share of Fusemachines common stock. No purchases, sales, or derivative transactions are reported, and no Rule 10b5-1 trading plan is indicated.
Fusemachines Inc. (FUSE) announced that its Board appointed David R. Wells as Consulting Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer, effective August 30, 2026. Wells will serve in this role through a Services Agreement with Atlas Bookkeeping, LLC, where he is the owner.
Under the Services Agreement dated September 1, 2026, Fusemachines will pay Atlas a $14,500 monthly advisory fee for CFO services and a $10,000 one-time retainer. In addition, Wells (or an Atlas designee) will receive monthly grants of 10,000 restricted stock units under the 2025 Omnibus Equity Incentive Plan, each grant vesting in full on the grant date. Either party may terminate the agreement on notice, and it includes confidentiality, mutual non-solicitation, and a planned standard-form indemnification agreement for Wells.
Fusemachines Inc. entered into a strategic commercial relationship with Qintess Holding e Participações Ltda. centered on Fusemachines’ Agentic AI products and services. Under a three-year Master License and Services Agreement, Qintess committed to a minimum $6,500,000 of purchases of Fusemachines’ products and services (the Committed Services Spend). In connection with this spend commitment, a Strategic Share Issuance Agreement provides for Fusemachines to issue Qintess up to 1,250,000 shares of common stock in three tranches: 750,000 shares within 10 business days of effectiveness, 250,000 shares on the second anniversary if at least $4,500,000 has been purchased, and a further 250,000 shares on the third anniversary if the full $6,500,000 has been purchased, subject to Qintess’s continued compliance. The shares are being issued in a private placement relying on Section 4(a)(2) of the Securities Act and/or Rule 506(b), and Fusemachines agreed to enter into a Registration Rights Agreement and file a resale registration statement on Form S-1 (or other appropriate form) within 60 days of closing covering the Qintess shares.
Fusemachines Inc. announced that Chief Financial Officer Christine Chambers will depart effective August 31, 2026 to pursue new opportunities. She informed the company that her separation is not due to any disagreement with management, the board, or the company’s operations, policies, or practices.
The company has begun a search for a new Chief Financial Officer. Until a successor is appointed, Chief Executive Officer Sameer Maskey will serve on an interim basis as principal financial officer and principal accounting officer as of the separation date. Biographical information for Maskey, age 47, is incorporated by reference from a definitive proxy statement filed on April 27, 2026.
Fusemachines Inc., an enterprise AI solutions provider that went public via a SPAC merger in October 2025, reported Q2 2026 revenue of $1,794 thousand, down from $2,034 thousand a year earlier, and a Q2 net loss of $2,849 thousand, versus $3,786 thousand in Q2 2025.
For the first six months of 2026, revenue was $3,673 thousand with a net loss of $3,721 thousand. Cash and cash equivalents fell to $368 thousand at June 30, 2026, after $3,511 thousand of cash was used in operating activities. Total assets were $3,172 thousand against total liabilities of $20,526 thousand, resulting in a stockholders’ deficit of $17,354 thousand, driven in part by an $8,084 thousand forward purchase derivative liability. Management disclosed that recurring losses, limited cash, and negative operating cash flows raise substantial doubt about the company’s ability to continue as a going concern without additional equity or debt financing.
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.