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 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.
Frontier Equity Fund LP and its principals report major ownership stakes in Fusemachines Inc. common stock. Frontier Equity Fund LP reports beneficial ownership of 5,092,476 shares, representing 17.03% of the outstanding common stock.
Jonathan Binder and Charles Cassel each report beneficial ownership of 5,656,888 and 5,656,889 shares, respectively, or 18.91% of the class. These percentages are calculated using 29,908,235 Fusemachines shares outstanding, including shares issued at the closing of a business combination and a private placement completed on December 23, 2025.
Fusemachines Inc. has filed a pre-effective S-1/A registering the potential issuance of up to 9,487,500 shares of common stock upon exercise of public warrants and the resale of up to 26,548,715 shares by selling stockholders. The warrants have a cash exercise price of $11.50 per share, compared with a recent Nasdaq price of $1.60, and full cash exercises could generate about $109.1 million for the company. Fusemachines will not receive proceeds from stockholder resales but will cover related offering expenses other than underwriting discounts and commissions. The AI-focused company, recently public via a SPAC business combination, highlights extensive risk factors, ongoing losses, funding needs, internal control weaknesses and going concern language while operating as an emerging growth and smaller reporting company.
Fusemachines Inc. reported that Nasdaq has notified the company it is out of compliance with the Nasdaq Global Market rule requiring a minimum Market Value of Publicly Held Shares of $15,000,000. Nasdaq found that Fusemachines’ public float value was below this threshold for 30 consecutive business days from November 6, 2025 through January 14, 2026.
The notice does not immediately affect the listing or trading of Fusemachines’ common stock, which will continue to trade on the Nasdaq Global Market under the symbol FUSE. The company has 180 calendar days, until July 14, 2026, to regain compliance, which would occur if its public float closes at or above $15,000,000 for at least 10 consecutive business days. Fusemachines says it intends to actively monitor its market value and evaluate options to regain compliance.