Fusemachines Inc. (FUSEW) SEC Filings

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.

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.