Welcome to our dedicated page for FUSEMACHINES SEC filings (Ticker: FUSE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. 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.
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.