FUSE GROUP HOLDING INC. 8-K

What Happened
Fuse Group Holding Inc. announced it entered three Convertible Promissory Note Purchase Agreements on January 30, 2026, selling a total of $275,000 in convertible promissory notes to three purchasers (identified on the agreements). The notes carry 5% annual interest, mature 24 months after funding, and may be converted into common stock at the holder’s option.

Key Details

• Total principal sold: $275,000 across three notes.
• Interest rate: 5% per annum, payable at maturity.
• Maturity: 24 months from each note’s funding date (purchase date: Jan 30, 2026).
• Conversion: Holder’s option to convert outstanding principal and interest into common stock at $0.07 per share.
• Sale exemption: Notes were sold under Regulation S (offshore offering), not registered under the Securities Act.
• Purchasers: Three investors identified on the signature pages; the filing notes they are Chinese citizens.

Why It Matters
The transaction provides Fuse Group with a $275,000 cash infusion and creates potential future dilution if holders convert principal and accrued interest at $0.07 per share. Interest is minimal and payable at maturity, while conversion is at the investors’ option during the life of each note. The Regulation S sale indicates the offering was made offshore and not registered with the SEC, which may affect resale and transferability of the securities. Investors should watch for any future filings showing conversions, repayments, or related equity issuance.