8-K

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

Dateof Report (date of earliest event reported) January 16, 2026 (January 15, 2026)

FUSEMACHINES

INC.

(Exactname of registrant as specified in its charter)

251West 30th Street, 5th Floor

NewYork. New York ### 10001

(Addressof principal executive offices and zip code)

(347)212-5075

(Registrant’stelephone 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:

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

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. ☐

Item3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.

On January 15, 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 November 6, 2025 through January 14, 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 July 14, 2026, to regain compliance with the MVPHS requirement. If at any time before July 14, 2026, 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-LookingStatements. 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 futureevents or future financial or operating performance of the Company. In some cases, you can identify forward-looking statements by terminologysuch 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 listingrequirements, 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. Thesestatements are subject to risks, uncertainties, and other factors which may be beyond the control of the Company and could cause actualoutcomes to differ materially from those expressed or implied by such forward-looking statements, including the Company’s abilityto improve or sustain its market value of publicly held shares for the requisite period, market conditions, and the Company’s financialand operating performance. These and other risks are described more fully in the Company’s other filings with the Securities andExchange Commission (the “Commission”), including the Company’s Registration Statement on Form S-4 (File No. 333-283520)declared effective by the Commission on June 30, 2025, the Company’s Current Report on Form 8-K filed with the Commission on October29, 2025 as amended on November 28, 2025, and other documents the Company files with the Commission from time to time. The Company undertakesno obligation to update forward-looking statements, except as required by law.

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.