Fusemachines 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

• high

  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 →
• high

  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 →
• medium

  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 →