Fusemachines Inc. 收到 Nasdaq 退市警告 公眾持股市值未達標

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
8-K

 

CURRENT
REPORT

Pursuant
to Section 13 or 15(d)

of
the Securities Exchange Act of 1934

 

Date
of Report (date of earliest event reported) July 24, 2026

 

FUSEMACHINES
INC.

(Exact
name of registrant as specified in its charter)

 

 
 Delaware
  
 001-42909
  
 98-1602789

 
 (State
 or other jurisdiction of

 incorporation
 or organization)

  
 (Commission

 File
 Number)

  
 (I.R.S.
 Employer

 Identification
 Number)

 
 

200
West 41st Street, 21st Floor

New
York. New York 10036

(Address
of principal executive offices and zip code)

 

(347)
212-5075

(Registrant’s
telephone number, including area code)

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

 

 
 ☐
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
  
  

 
 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
  
  

 
 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
  
  

 
 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

Securities
registered pursuant to Section 12(b) of the Act:

 

 
 Title
 of each class
  
 Trading
 symbol(s)
  
 Name
 of each exchange on which registered

 
 Common
 Stock, par value $0.0001 per share
  
 FUSE
  
 Nasdaq
 Stock Market LLC

 
 Warrants
 to purchase shares of Common Stock
  
 FUSEW
  
 Nasdaq
 Stock Market LLC

 
 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company ☒

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

  

  

 

 

Item
3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.

 

On
July 24, 2026, Fusemachines Inc. (the “Company”) received a notification letter (the “Notification Letter”) from
the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company 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, as set forth in Nasdaq Listing Rule 5450(b)(2)(C). Nasdaq’s determination was based on the Company’s
MVPHS having been below $15,000,000 for the prior 30 consecutive business days from June 10, 2026 through July 23, 2026.
The Notification Letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Global Market,
and the Company’s common stock will continue to trade under the symbol “FUSE” during the compliance period.

 

In
accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until January 20, 2027, to regain compliance
with the MVPHS requirement. If at any time before January 20, 2027, the Company’s MVPHS closes at or above $15,000,000 for
a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that the Company has regained compliance.

 

The
Company intends to actively evaluate and monitor its MVPHS and evaluate available options to regain compliance within the compliance
period.

 

Forward-Looking
Statements. This Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor”
provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future
events or future financial or operating performance of the Company. In some cases, you can identify forward-looking statements by terminology
such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“forecast,” “future,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “propose,” “seek,” “should,”
“strive,” “will,” or “would” or the negatives of these terms or variations of them or similar terminology.
Specifically, the Company’s statements regarding its intent and ability to regain compliance with Nasdaq’s continued listing
requirements, potential actions to regain compliance, the possible transfer of the Company’s listing to The Nasdaq Capital Market,
and the continued listing of the Company’s securities on Nasdaq, and other similar statements are forward-looking statements. These
statements are subject to risks, uncertainties, and other factors which may be beyond the control of the Company and could cause actual
outcomes to differ materially from those expressed or implied by such forward-looking statements, including the Company’s ability
to improve or sustain its market value of publicly held shares for the requisite period, market conditions, and the Company’s financial
and operating performance. These and other risks are described more fully in the Company’s other filings with the Securities and
Exchange Commission (the “Commission”), including the Company’s Annual Report on Form 10-K for the year ended December
31, 2025, filed with the Commission on March 27, 2026, and other documents the Company files with the Commission from time to time. The
Company undertakes no obligation to update forward-looking statements, except as required by law.

 

 
 Exhibit
 Number
  
 Description

 
 104
  
 Cover
 Page Interactive Data File (embedded within the Inline XBRL document.)

 
 

  

  

 

 

SIGNATURE

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

 

 
 Date:
 July 24, 2026 
 FUSEMACHINES
 INC.

 
  
  
  

 
  
 By:
 /s/
 Sameer Maskey

 
  
  
 Sameer
 Maskey

 
  
  
 Chief
 Executive Officer