Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On October 23, 2026, Fusemachines Inc., a Delaware corporation (the "Company"), entered into a Third Common Stock Purchase Warrant Amendment (the "Shortfall Warrant Amendment") with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Meteora Strategic Capital, LLC (collectively, "Meteora"), amending the Common Stock Purchase Warrant, dated as of October 22, 2025, held by Meteora (as previously amended, the "Shortfall Warrant"). The Shortfall Warrant Amendment (i) amends the exercise price of the Shortfall Warrant, which previously equaled the greater of the Termination Price under the Company's Forward Purchase Agreement with Meteora and $0.85 per share, to equal the average of the daily VWAP Price of the Company's common stock, par value $0.0001 per share (the "Common Stock"), for the two scheduled trading days immediately preceding the date on which the applicable notice of exercise is delivered, subject to adjustment as provided in the Shortfall Warrant, and (ii) shortens the term of the Shortfall Warrant so that it expires at 5:00 p.m. (New York City time) on October 22, 2027, rather than October 22, 2028. As a result, the exercise price of the Shortfall Warrant is no longer determined by reference to the Termination Price and is no longer subject to a minimum exercise price.

The Shortfall Warrant was previously disclosed in the Company's prior filings with the U.S. Securities and Exchange Commission (the "Commission"), and except as described above, its terms remain in full force and effect.

The foregoing description of the Shortfall Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibits 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.