Fusemachines Inc. has entered into a Securities Purchase Agreement to issue common stock to settle outstanding debts with vendors and service providers. The agreement, dated September 10, 2026, was executed with a group of Purchasers who are current vendors and service providers to the company.
Under the terms of the agreement, Fusemachines will issue and sell an aggregate of up to 2,138,935 shares of its common stock. These shares will be issued to satisfy approximately $1.30 million in accrued and unpaid fees and other amounts owed to the Purchasers. The transaction will not involve the receipt of cash; the sole consideration for the shares will be the cancellation of the company's liabilities.
The per share purchase price for the transaction was determined to be $0.6103. This figure was calculated based on the volume-weighted average price (VWAP) of the company's common stock on The Nasdaq Global Market over a five-day period ending on the trading day immediately preceding the closing date. The number of shares issued to each specific Purchaser is calculated by dividing their individual accrued fees by the per share price, rounded down to the nearest whole share.
The issuance of these shares is being conducted pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D.
Fusemachines has agreed to file a registration statement with the Securities and Exchange Commission to allow the Purchasers to resell the shares. The company has committed to using commercially reasonable efforts to cause this registration statement to become effective within 90 days following the closing date. The company anticipates that the shares will be issued on or about September 14, 2026.
