Fusemachines Inc. 8-K

What Happened

• On April 17, 2026, Fusemachines Inc. filed an 8‑K disclosing a Common Stock Purchase Agreement and a related Registration Rights Agreement with Roth Principal Investments, LLC. Under the agreement the company may, at its option, sell up to $20,000,000 of common stock to Roth over a period of up to 36 months after the offering “Commencement Date.” The company agreed to file a registration statement to register up to 11,363,636 shares that Roth may purchase and resell.
• Sales would be made only at the company’s direction in several formats (Market Open, Intraday, Pre‑Market, Post‑Market purchases). Prices are tied to the volume‑weighted average price (VWAP) for each purchase period with fixed discounts applied (3% for Market Open/Intraday; 5% for Pre/Post‑Market). The company is not obligated to sell any shares; Roth is obligated to buy only when directed and when conditions are met.

Key Details

• Commitment amount: up to $20,000,000 in aggregate purchase commitments.
• Registered shares: up to 11,363,636 Purchase Shares to be registered for resale.
• Timing: Company may direct purchases for up to 36 months after Commencement (or earlier termination).
• Per‑purchase limits: Market Open & Intraday — up to 2,000,000 shares or up to 25% of trading volume; Pre/Post‑Market — up to 1,000,000 shares or up to 20% of trading volume.
• Nasdaq issuance cap: cannot issue more than 5,750,000 shares (19.99% of outstanding pre‑agreement) to Roth unless stockholder approval or average price condition (≥ $1.76) is met; Roth’s beneficial ownership capped at 4.99%.
• Fees paid/owed: $20,000 structuring fee (paid), $300,000 cash commitment fee (1.5% of $20M) payable from first proceeds at a 10% participation rate, $60,000 initial legal fee reimbursement, up to $7,500 per fiscal quarter for additional legal fees, and $50,000 to Digital Offering as the qualified independent underwriter.
• Minimum trade price threshold: purchases require prior‑day closing price ≥ $0.50. Roth agrees not to short or hedge to create a net short during the term.

Why It Matters

• This facility gives Fusemachines a flexible way to raise up to $20M over time under the company’s control, which can provide working capital without an immediate large dilution event.
• However, any shares sold will dilute existing shareholders; the number of shares ultimately sold depends on market prices (VWAP calculations and discounts), so the exact dilution and proceeds are uncertain.
• Nasdaq limits and the 4.99% beneficial ownership cap constrain near‑term share issuances to Roth unless shareholder approval or price conditions are met. Fees and reimbursements (including the $300K commitment fee and legal reimbursements) will reduce net proceeds from any sales.
• Registration rights mean Roth can resell purchased shares into the market, and because Roth’s affiliate broker‑dealer will effect resales, the company engaged an independent underwriter to satisfy FINRA conflict‑of‑interest rules.