Fusemachines Inc.
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 7, 2026
FUSE$0.33+18.8%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023864
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use Of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001493152-26-036603
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use Of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 23 previous paragraphs and 28 current paragraphs.
22 unchanged; 1 reworded; 5 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
Risks Related to the August 2026 Note and Warrant Financing with Meteora
Current report
The issuance of shares upon conversion of the Notes and exercise of the Warrants will dilute our stockholders, and our obligation to register the resale of those shares, or our failure to meet the applicable filing and effectiveness deadlines, could adversely affect the trading price of our Common Stock and result in an event of default under the Notes.
Current report
On August 2, 2026, we entered into separate Securities Purchase Agreements with certain accredited and institutional investors (collectively, the “Purchasers”), pursuant to which we issued 18% original issue discount senior unsecured convertible promissory notes due February 12, 2027 (the “Notes”) in an aggregate original principal amount of $2,500,000, for an aggregate purchase price of $2,050,000, together with common stock purchase warrants (the “Warrants”) to purchase up to an aggregate of 2,050,000 shares of our Common Stock. The Notes are convertible at the option of the holders at a fixed conversion price of $4.20 per share, which would result in the issuance of up to approximately 595,238 shares of Common Stock if converted in full, and the Warrants are exercisable at a fixed exercise price of $4.20 per share. The issuance of shares upon conversion of the Notes and exercise of the Warrants will dilute the ownership interests of our existing stockholders, and any sales of those shares in the public market, or the perception that such sales may occur, could adversely affect the market price of our Common Stock. We are obligated to file a resale registration statement with the SEC covering the resale of the shares issuable upon conversion of the Notes and exercise of the Warrants within 30 days of the closing of this financing, and to use our best efforts to cause it to be declared effective within 60 days of closing (or 120 days if the SEC reviews and comments on the registration statement). Our failure to meet these filing or effectiveness deadlines would constitute an event of default under the Notes, which could permit the holders to accelerate the Notes and require immediate repayment, and would have a material adverse effect on our liquidity and financial condition.
Current report
Amendments to our existing Forward Purchase Agreement and Shortfall Warrants with Meteora, entered into concurrently with the Notes and Warrants, could increase the dilutive impact and volatility of those instruments.
Current report
Concurrently with the issuance of the Notes and Warrants, we entered into a Second Forward Purchase Agreement Confirmation Amendment and a Second Common Stock Purchase Warrant Amendment with certain of the Meteora entities. The Second Forward Purchase Agreement Confirmation Amendment resets the Termination Price under our existing Forward Purchase Agreement weekly to the lower of $12.00 per share or the prior week’s volume-weighted average price of our Common Stock, without the minimum price floors that applied under the prior amendment to that agreement. The Second Common Stock Purchase Warrant Amendment replaces the fixed $10.00 per share exercise price of our outstanding Shortfall Warrants, which are exercisable for up to 2,108,070 shares of Common Stock, with a floating exercise price equal to the greater of the Termination Price under the Forward Purchase Agreement (as so amended) or $0.85 per share. As a result of these amendments, the exercise price of the Shortfall Warrants could decline if the trading price of our Common Stock declines, which could result in increased dilution to our stockholders and increased volatility in the fair value of our forward purchase derivative liability and warrant liabilities. We are currently evaluating the accounting and financial reporting implications of these amendments.
Reworded paragraphs (1)
Previous wording
Currently, our common stock and public warrants are listed on the Nasdaq Global Market under the symbols “FUSE” and “FUSEW.” In order to continue the list of these securities on the Nasdaq Global Market, we are required to maintain certain financial, distribution and stock price levels. On January 15, 2026, we received a notification letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market (the “Nasdaq Staff”) indicating that we are not in compliance with the continued listing requirement to maintain a minimum Market Value of Publicly Held Shares of $15,000,000 for the Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(C). In accordance with Nasdaq Listing Rule 5810(c)(3)(D), we have 180 calendar days, or until July 14, 2026, to regain compliance with the MVPHS requirement. If at any time before July 14, 2026, our MVPHS closes at or above $15,000,000 for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that we have regained compliance. Further, on March 27, 2026, we received a deficiency notice from the Nasdaq Staff notifying us that for the last 30 consecutive business days our securities had not maintained the minimum Market Value of Listed Securities (“MVLS”) of $50,000,000 required by the continued listing requirements of Nasdaq Listing Rule 5450(b)(2)(A). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have 180 calendar days, or until September 23, 2026, to regain compliance with the MVLS requirement. If at any time before September 23, 2026, our MVLS closes at or above $50,000,000 for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that we have regained compliance.
Current wording
Currently, our common stock and public warrants are listed on the Nasdaq Global Market under the symbols “FUSE” and “FUSEW.” In order to continue the listing of these securities on the Nasdaq Global Market, we are required to maintain certain financial, distribution and stock price levels. On January 15, 2026, we received a notification letter from the staff of the Listing Qualifications Department of The Nasdaq Stock Market (the “Nasdaq Staff”) indicating that we were 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, as set forth in Nasdaq Listing Rule 5450(b)(2)(C). On July 7, 2026, Nasdaq notified us that we had regained compliance with this requirement, closing out that matter. However, on July 24, 2026, we received a new notification letter from the Nasdaq Staff indicating that we are not in compliance with the MVPHS requirement, based on our MVPHS having been below $15,000,000 for the 30 consecutive business days from June 10, 2026 through July 23, 2026. In accordance with Nasdaq Listing Rule 5810(c)(3)(D), we have 180 calendar days, or until January 20, 2027, to regain compliance with the MVPHS requirement. If at any time before January 20, 2027, our MVPHS closes at or above $15,000,000 for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that we have regained compliance. Further, on March 27, 2026, we received a deficiency notice from the Nasdaq Staff notifying us that for the last 30 consecutive business days our securities had not maintained the minimum Market Value of Listed Securities (“MVLS”) of $50,000,000 required by the continued listing requirements of Nasdaq Listing Rule 5450(b)(2)(A). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have 180 calendar days, or until September 23, 2026, to regain compliance with the MVLS requirement. If at any time before September 23, 2026, our MVLS closes at or above $50,000,000 for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that we have regained compliance.