Fusemachines Inc. Issues Shares to Settle $1.3M in Vendor Fees

What Happened

• Fusemachines Inc. announced it entered a Securities Purchase Agreement on September 10, 2026 with certain vendors and service providers to issue and sell up to 2,138,935 shares of common stock to satisfy approximately $1.30 million in accrued and unpaid fees. The company expects the shares to be issued on or about September 14, 2026. No cash was received — the shares are issued solely in exchange for cancellation of the accrued fees.

Key Details

• Number of shares: up to 2,138,935 shares of common stock.
• Aggregate consideration: approximately $1.30 million of accrued fees satisfied (no cash proceeds).
• Per‑share price: $0.6103, set as the 5‑day VWAP on Nasdaq ending the trading day before closing.
• Regulatory treatment: shares offered relying on Section 4(a)(2) and Rule 506(b) (Reg D); Company agreed to file a resale registration (Form S-3 or S-1) and to use commercially reasonable efforts to have it effective within 90 days of the closing.

Why It Matters

• The transaction settles vendor obligations without using cash, but will increase the company’s outstanding shares (up to 2.14M), which may dilute existing shareholders. The Issuance does not provide new capital to the company. Investors should watch for the resale registration filing (within 90 days) because its effectiveness would permit the recipients to sell these shares into the market, which could affect liquidity and share supply. The filing also contains standard forward-looking statements and customary agreement terms.