Fusemachines Inc. 8-K

What Happened
Fusemachines Inc. announced that on December 23, 2025 it entered into a Securities Purchase Agreement with existing shareholder Consilium Frontier Equity Fund LP and closed a private placement of 588,235 shares of common stock at $1.70 per share. The transaction raised gross proceeds of approximately $1.0 million, and the company says net proceeds will be used for general corporate purposes. The shares were issued in an unregistered offering and the company agreed to register the shares for resale under a Form S-1 originally filed December 22, 2025.

Key Details

• Issuer: Fusemachines Inc.; Investor: Consilium Frontier Equity Fund LP (existing shareholder).
• Securities sold: 588,235 shares of common stock at $1.70 per share (≈ $999,999.50 gross proceeds).
• Date: Securities Purchase Agreement signed and closing occurred on December 23, 2025.
• Registration: Company agreed to register the shares for resale under its Form S-1; securities were initially issued in an unregistered private placement.

Why It Matters
This filing documents a small equity financing from an existing investor that provides near-term capital for general corporate needs. For retail investors, the key takeaways are the dilution impact (new shares issued), the modest size of the raise (about $1.0M), and the company’s plan to register the shares for resale under its S-1—important for liquidity and potential future trading of these shares once registered. The agreement contains customary representations and covenants; portions of the purchase agreement exhibit were omitted in the filing pursuant to routine confidentiality provisions.