Fusemachines Inc.
For the period ended Apr 27, 2026. Filed Apr 27, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 27, 2026 · Filed Apr 27, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
April 27,** 2026**
To Our Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”), of Fusemachines Inc. to be held on Tuesday, June 9, 2026 at 9:30 AM Eastern Time, at https://www.cstproxy.com/fusemachines/2026. The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively on the Internet. No physical meeting will be held.
Details regarding how to attend the virtual Annual Meeting and the business to be conducted at the Annual Meeting are more fully described in the accompanying notice of annual meeting of stockholders and proxy statement.
Your vote is important. Regardless of whether you plan to attend the virtual Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting, and we hope you will vote as soon as possible. You may vote by proxy over the Internet, by telephone, or by mail by following the instructions on the proxy card or voting instruction card. Voting over the Internet, by telephone, written proxy or voting instruction card will ensure your representation at the Annual Meeting regardless of whether you attend the virtual Annual Meeting.
Thank you for your ongoing support of, and continued interest in, Fusemachines Inc.
Sincerely,
/s/ Sameer Maskey
Chief Executive Officer and Board Member
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 9, 2026
| Time and Date: | June 9, 2026 at 9:30 AM Eastern Time |
|---|---|
| Place: | The Annual Meeting will be held virtually, at https://www.cstproxy.com/fusemachines/2026. |
| Items of Business: | 1.Elect the three Class I directors listed in the accompanying proxy statement, each to serve a three-year term expiring at the 2029 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. 2. Approve an amendment to the Company’s 2025 Omnibus Equity Incentive Plan, as amended (the “Plan”) to, among other things, increase the maximum number of shares of common stock available to Plan participants thereunder by 2,000,000 shares to an aggregate of 3,500,000 shares. 3.Ratify the appointment of KNAV CPA LLP as the independent registered public accounting firm of Fusemachines Inc. for the fiscal year ending December 31, 2026. 4.Transact any other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
| Record Date: | Only stockholders of record at the close of business on April 15, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments thereof. |
| Availability of Annual Meeting Materials: | The proxy statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at https://www.cstproxy.com/fusemachines/2026. |
| Voting: | You may vote by proxy over the Internet, by telephone or by mail by following the instructions on the proxy card or voting instruction card. Only stockholders of record of our common stock, par value $0.0001 per share at the close of business on April 15, 2026 are entitled to notice of and to vote at the Annual Meeting. For questions regarding your stock ownership, you may contact us through our Investor Relations section of our website at https://ir.fusemachines.com/, or, if you are a registered holder, contact our transfer agent by writing Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY 10014. You may also contact our transfer agent via email at cstmail@continentalstock.com or by telephone at (212) 509-4000. |
By Order of the Board of Directors,
/s/ Sameer Maskey
Chief Executive Officer and Board Member
PROXY STATEMENT
| Page | |
|---|---|
| INFORMATION ABOUT SOLICITATION AND VOTING | 1 |
| QUESTIONS AND ANSWERS ABOUT THE MEETING | 1 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 8 |
| NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS | 13 |
| PROPOSAL NUMBER 1: ELECTION OF DIRECTORS | 14 |
| PROPOSAL NUMBER 2: APPROVAL OF AN AMENDMENT TO 2025 OMNIBUS EQUITY INCENTIVE PLAN | 17 |
| PROPOSAL NUMBER 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 24 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 25 |
| EXECUTIVE OFFICERS | 26 |
| EXECUTIVE COMPENSATION | 27 |
| EQUITY COMPENSATION PLAN INFORMATION | 29 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 29 |
| REPORT OF THE AUDIT COMMITTEE | 30 |
| WHERE YOU CAN FIND ADDITIONAL INFORMATION | 31 |
| OTHER MATTERS | 31 |
This proxy statement contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which represent our expectations or beliefs concerning future events. All statements other than statements of historical facts contained in this proxy statement, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “best in class,” “could,” “seeks,” “estimates,” “expects,” “first-in-class,” “focused,” “goal,” “intends,” “may,” “objective,” “opportunity,” “pipeline,” “plans,” “potential,” “predicts,” “projects,” “pursuing,” “should,” “target,” “treatment option,” “will,” “would,” “might,” “can,” “continue” or similar expressions and the negatives of those terms. These forward-looking statements rely on assumptions and involve risks and uncertainties, many of which are beyond our control, including, but not limited to, factors detailed in this proxy statement and under Part I, “Item 1A. Risk Factors” and in other sections of our most recent Annual Report on Form 10-K and in our other subsequent filings with the Securities and Exchange Commission (the “SEC”). Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. All subsequent written and oral forward-looking statements attributable to us or persons acting on its behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on our forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and, except as required by law, we undertake no duty to update or revise any forward-looking statement.
PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, JUNE 9, 2026
April 27, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.