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Get filing alertsFusemachines secures $20M equity facility with Roth, shares to sell at 3-5% discount to market
Filed April 17, 2026 · Period ending April 17, 2026 · ~1 min read
Key Changes
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Company entered $20M controlled equity facility allowing at-will stock sales over 36 months at 3% discount (market hours) or 5% discount (pre/post-market) to VWAP. Company controls timing and amounts with no obligation to sell.
Item 1.01: Stock Purchase Agreement verify on EDGAR → -
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Initial share cap of 5.75M shares (19.99% of outstanding) without shareholder approval unless average sale price exceeds $1.76. Company acknowledges uncertainty about maintaining minimum market value requirements for exchange listing.
Item 1.01 & 3.02: Exchange Cap verify on EDGAR → -
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Upfront costs exceed $430K: $20K structuring fee paid, $300K commitment fee (1.5% of facility) due from first proceeds, $60K legal fees immediate, plus $7.5K quarterly ongoing and $50K underwriter fee.
Item 1.01: Fees and Costs verify on EDGAR → -
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Agreement prohibits other equity lines of credit or variable-price convertible securities for 36 months, limiting alternative financing options during the facility term.
Item 1.01: Variable Rate Prohibition verify on EDGAR → -
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Shares issued under Section 4(a)(2) and Rule 506 exemptions as unregistered securities to accredited investor. Registration rights agreement grants Roth ability to require SEC registration for resale.
Item 3.02 & 9.01: Exemptions verify on EDGAR →
Summary
Fusemachines has established a $20 million equity facility with Roth Principal Investments, providing flexible access to capital over the next three years. The company can sell shares at its discretion at a 3-5% discount to market prices, but faces an initial cap of 5.75 million shares (roughly 20% of outstanding stock) unless shareholders approve more or the average sale price exceeds $1.76.
The facility comes with over $430,000 in upfront and committed fees, reducing net proceeds. Retail investors should understand this creates potential dilution at below-market prices whenever management exercises sales. The company's acknowledgment of uncertainty about maintaining minimum market value requirements suggests possible listing compliance concerns.
The prohibition on alternative financing for 36 months locks Fusemachines into this facility even if better terms become available. Watch for: (1) actual share sales under the facility disclosed in future 8-Ks, (2) any shareholder vote to exceed the 19.99% cap, and (3) Nasdaq compliance notices regarding minimum market value requirements. The first sales will trigger the $300K commitment fee payment, signaling management's capital needs.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On April 17, 2026, Fusemachines, Inc., a Delaware corporation (the “Company”) entered into a common stock purchase agreement (the “Purchase Agreement”) and a related registration rights agreement, dated as of April 17, 2026 (the “Registration Rights Agreement”), with Roth Principal Investments, LLC (“Roth Principal Investments”). Upon the terms and subject to the satisfaction of the conditions contained in the Purchase Agreement, the Company has the right, in the Company’s sole discretion, to sell to Roth Principal Investments up to $20,000,000 of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), subject to certain limitations contained in the Purchase Agreement (the “Commitment Amount”), from time to time during the term of the Purchase Agreement through one or more Market Open Purchases, Intraday Purchases, Pre-Market Purchases and Post-Market Purchases on any Purchase Date (each term as defined below). Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the Company’s option, and the Company is under no obligation to sell any securities to Roth Principal Investments under the Purchase Agreement.
Fusemachines established an at-the-market equity facility allowing it to sell up to $20 million of common stock to Roth Principal Investments over 36 months at its sole discretion. The company controls timing and amounts of any sales, with no obligation to sell. This provides flexible access to capital without immediate dilution.
Added in current filing · verify on EDGAR →
Under the applicable Nasdaq rules, in no event may the Company issue to Roth Principal Investments under the Purchase Agreement more than 5,750,000 shares of Common Stock, which number of shares is equal to 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by Roth Principal Investments for all of the shares of Common Stock that the Company directs Roth Principal Investments to purchase from the Company pursuant to the Purchase Agreement, if any, equals or exceeds $1.76 (representing the lower of (a) the official closing price of Common Stock on Nasdaq immediately preceding the execution of the Purchase Agreement and (b) the average official closing price of Common Stock on Nasdaq for the five consecutive trading days immediately preceding the execution of the Purchase Agreement, adjusted as required by Nasdaq to take into account, among other things, the Company’s payment of the Cash Commitment Fee (defined below) to Roth Principal Investments), so that the Exchange Cap limitation will not apply to issuances and sales of Common Stock pursuant to the Purchase Agreement.
Moreover, the Company may not issue or sell any shares of Common Stock to Roth Principal Investments under the Purchase Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by Roth Principal Investments and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act, and Rule 13d-3 thereunder), would result in Roth Principal Investments beneficially owning more than 4.99% of the outstanding shares of Common Stock (the “Beneficial Ownership Limitation”).
The company can initially issue only 5,750,000 shares (19.99% of outstanding) without shareholder approval unless the average sale price exceeds $1.76. Additionally, Roth Principal Investments cannot own more than 4.99% of outstanding shares at any time. These caps limit immediate dilution but may require shareholder approval to access the full $20 million facility.
Added in current filing · verify on EDGAR →
There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than a prohibition (with certain limited exceptions) on entering into specified “Variable Rate Transactions” (as such term is defined in the Purchase Agreement) during the term of the Purchase Agreement. Such transactions include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the trading price of Common Stock after the date of issuance, or the Company’s effecting or entering into an agreement to effect an “equity line of credit” or other substantially similar continuous offering with a third party, in which the Company may offer, issue or sell Common Stock or any securities exercisable, exchangeable or convertible into Common Stock at a future determined price.
The agreement prohibits Fusemachines from entering other equity lines of credit or issuing convertible securities with variable pricing during the 36-month term. This restriction limits the company's financing flexibility and ability to pursue alternative capital sources that might offer better terms.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Fusemachines disclosed unregistered equity sales under a Controlled Equity Facility via Section 4(a)(2) and Rule 506 exemptions.
Added in current filing · verify on EDGAR →
The Purchase Shares will be issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a) (2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.
The company is issuing shares without SEC registration, using exemptions for private placements to accredited investors. This is part of a Controlled Equity Facility referenced in Item 1.01 (not provided in this excerpt). Such facilities typically allow companies to raise capital by selling shares over time to institutional investors.
Added in current filing · verify on EDGAR →
the Company’s ability to improve or sustain its market value of publicly held shares for the requisite period
The company acknowledges uncertainty about maintaining minimum market value requirements, likely related to exchange listing standards. Failure to meet these requirements could lead to delisting warnings or actual delisting, which would significantly impact liquidity and investor access.
Event · Item 9.01 — Financial Statements and Exhibits
Fusemachines entered into a stock purchase agreement and registration rights agreement with Roth Principal Investments, LLC.
Added in current filing · verify on EDGAR →
Common Stock Purchase Agreement, dated as of April 17, 2026, by and between Fusemachines Inc. and Roth Principal Investments, LLC
Fusemachines Inc. entered into a Common Stock Purchase Agreement with Roth Principal Investments, LLC on April 17, 2026. This agreement likely involves the sale of common stock to Roth Principal Investments, which could be a capital-raising transaction. The specific terms, including the number of shares, purchase price, and any conditions, are not disclosed in this 8-K filing but would be detailed in the attached exhibit.
Added in current filing · verify on EDGAR →
Registration Rights Agreement, dated as of April 17, 2026, by and between Fusemachines Inc. and Roth Principal Investments, LLC
Fusemachines Inc. also entered into a Registration Rights Agreement with Roth Principal Investments, LLC on the same date. This agreement typically grants the investor the right to require the company to register the purchased shares with the SEC, allowing for potential resale in the public market. Such registration rights can affect future share dilution and trading dynamics.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify