Fusemachines Inc 8-K, filed Oct 23, 2026
Fusemachines Inc. (FUSE)
About this 8-K
Fusemachines Inc filed this 8-K on October 23, 2026.
Fusemachines Inc. amended its warrant held by Meteora on October 23, 2026, replacing the greater-of Termination Price and $0.85 minimum with the average daily VWAP for the two scheduled trading days before exercise, and shortening expiration from October 22, 2028 to October 22, 2027. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
| incorporation or organization) | File Number) | Identification Number) |
(Address of principal executive offices and zip code)
(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 | ||
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 1.01 Entry into a Material Definitive Agreement.
On October 23, 2026, Fusemachines Inc., a Delaware corporation (the “Company”), entered into a Third Common Stock Purchase Warrant Amendment (the “Shortfall Warrant Amendment”) with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Meteora Strategic Capital, LLC (collectively, “Meteora”), amending the Common Stock Purchase Warrant, dated as of October 22, 2025, held by Meteora (as previously amended, the “Shortfall Warrant”). The Shortfall Warrant Amendment (i) amends the exercise price of the Shortfall Warrant, which previously equaled the greater of the Termination Price under the Company’s Forward Purchase Agreement with Meteora and $0.85 per share, to equal the average of the daily VWAP Price of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for the two scheduled trading days immediately preceding the date on which the applicable notice of exercise is delivered, subject to adjustment as provided in the Shortfall Warrant, and (ii) shortens the term of the Shortfall Warrant so that it expires at 5:00 p.m. (New York City time) on October 22, 2027, rather than October 22, 2028. As a result, the exercise price of the Shortfall Warrant is no longer determined by reference to the Termination Price and is no longer subject to a minimum exercise price.
The Shortfall Warrant was previously disclosed in the Company’s prior filings with the U.S. Securities and Exchange Commission (the “Commission”), and except as described above, its terms remain in full force and effect.
The foregoing description of the Shortfall Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibits 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 4.1 | Third Common Stock Purchase Warrant Amendment, dated as of October 23, 2026 | |
| 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: October 23, 2026 | FUSEMACHINES INC. | |
| By: | /s/ Sameer Maskey | |
| Sameer Maskey | ||
| Chief Executive Officer | ||
Exhibit 4.1
THIRD COMMON STOCK PURCHASE WARRANT AMENDMENT
THIS THIRD COMMON STOCK PURCHASE WARRANT AMENDMENT, dated as of October 23, 2026 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Holder”) and (iv) Fusemachines Inc., a Delaware corporation (“FUSE” and formerly known as CSLM Acquisition Corp., a Cayman Islands exempted company, “CSLM”).
Reference is hereby made to the FORM OF COMMON STOCK PURCHASE WARRANT, dated as of October 22, 2025 (as amended on February 3, 2026, August 2, 2026, and as may be further amended from time to time, the “Warrant”), by and among Holder and FUSE. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Warrant.
1. Amendment: The parties hereto agree to amend the Warrant as follows:
a. Section 2(b) titled “Exercise Price” shall be deleted in its entirety and replaced with the following:
| Exercise Price: | The exercise price per share of Common Stock under this Warrant shall equal the average of the daily VWAP Price of the Common Stock for the two (2) scheduled trading days immediately preceding the date on which the applicable Notice of Exercise is delivered, subject to adjustment hereunder (the “Exercise Price”). |
b. The first paragraph of the Warrant shall be amended by deleting the phrase “and on or prior to 5:00 p.m. (New York City time) on October 22, 2028 (the “Termination Date”) but not thereafter” in its entirety and replacing it with the following: “and on or prior to 5:00 p.m. (New York City time) on October 22, 2027 (the “Termination Date”) but not thereafter”.
2. Non-Reliance. Holder acknowledges and agrees that FUSE is in possession of non-public information about FUSE and its securities that has not been provided to Holder and that may or may not be material or superior to information available to Holder, and that Holder, in entering into this Amendment, has not relied and is not relying on any representations, warranties or other statements whatsoever, whether written or oral (from or by FUSE or any Person acting on their behalf) other than those expressly set out in this Amendment (or other related documents referred to herein) and that it will not have any right or remedy rising out of any representation, warranty or other statement not expressly set out in this Amendment or the Warrant. Holder hereby waives any claim, or potential claim, it has or may have against FUSE and its officers and directors relating to FUSE’s possession of material non-public information.
3. No Other Amendments. All other terms and conditions of the Warrant and prior amendments (if any) shall remain in full force and effect and the Warrant shall be read and construed as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be.
4. Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
5. Ratification. The terms and provisions set forth in this Amendment modify and supersede all inconsistent terms and provisions set forth in the Warrant and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Warrant are ratified and confirmed and continue in full force and effect. All parties hereby agree that the Warrant and prior amendments (if any), as amended by this Amendment, shall continue to be legal, valid, binding and enforceable in accordance with their terms.
6. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF).
[signatures page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.
| METEORA STRATEGIC CAPITAL, LLC | ||
| METEORA SELECT TRADING OPPORTUNITIES MASTER, LP; AND | ||
| METEORA CAPITAL PARTNERS, LP | ||
| By: |
| |
| Name: | Vikas Mittal | |
| Title: | Managing Member | |
| FUSEMACHINES INC. | ||
| By: |
| |
| Name: | Sameer Maskey | |
| Title: | Chief Executive Officer | |