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): March 27, 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 March 27, 2026, Fusemachines Inc. (the “Company”, received deficiency notices from the Nasdaq Listing Qualifications staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days the Company’s 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) (the “MVLS Notice”). The MVLS have no immediate effect on the listing 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)(C), the Company has 180 calendar days, or until September 23, 2026, to regain compliance with the MVLS requirement. If at any time before September 23, 2026, the Company’s MVLS closes at or above $50,000,000 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 MVLS 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 “safeharbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generallyrelate to future events or future financial or operating performance of the Company. In some cases, you can identify forward-lookingstatements 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 variationsof them or similar terminology. Specifically, the Company’s statements regarding its intent and ability to regain compliance withNasdaq’s continued listing requirements, potential actions to regain compliance, the possible transfer of the Company’s listingto The Nasdaq Capital Market, and the continued listing of the Company’s securities on Nasdaq, and other similar statements areforward-looking statements. These statements are subject to risks, uncertainties, and other factors which may be beyond the control ofthe 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, marketconditions, and the Company’s financial and operating performance. These and other risks are described more fully in the Company’sother filings with the Securities and Exchange Commission (the “Commission”), including the Company’s RegistrationStatement on Form S-4 (File No. 333-283520) declared effective by the Commission on June 30, 2025, the Company’s Current Reporton Form 8-K filed with the Commission on October 29, 2025 as amended on November 28, 2025, and other documents the Company files withthe Commission from time to time. The Company undertakes no obligation to update forward-looking statements, except as required by law.

Item9.01. Financial Statements and Exhibits.

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.