07/02/2026 | Press release | Distributed by Public on 07/02/2026 06:43
Item 8.01 Other Events.
Fusemachines Inc., a Delaware corporation (the "Company") is filing this Current Report on Form 8-K to provide corrected beneficial ownership information with respect to shares of the Company's common stock previously reported as beneficially owned by Timothy Gocher, a member of the Company's Board of Directors. Mr. Gocher previously filed Forms 4 with the Securities and Exchange Commission (the "Commission") that attributed beneficial ownership of shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), held by Dolma Impact Fund I ("Dolma") to Mr. Gocher. Mr. Gocher serves as Chief Executive Officer of Dolma but does not have voting or dispositive power over the shares held by Dolma. Accordingly, those shares should not have been reported as beneficially owned by Mr. Gocher. The Company has determined that the prior Forms 4s filed by Mr. Gocher incorrectly included the shares held by Dolma in Mr. Gocher's reported beneficial ownership. Mr. Gocher has filed amended Forms 4 to correct the previously reported beneficial ownership information. This Form 8-K is being filed voluntarily to disclose the corrected beneficial ownership of Mr. Gocher and Dolma following the filing of the amended Forms 4.
The following table sets forth certain information, as of July 1, 2026 with respect to the holdings of (1) each person who is the beneficial owner of more than 5% of Company voting stock, (2) each of our directors, (3) each executive officer, and (4) all of our current directors and executive officers as a group. The beneficial ownership of shares of Common Stock is calculated based on 28,985,302 shares of Common Stock of the Company outstanding as of July 1, 2026.
Beneficial ownership is determined in accordance with the rules and regulations of the Commission. A person is a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the voting of the security, or "investment power," which includes the power to dispose of or to direct the disposition of the security, or has the right to acquire such powers within 60 days.
To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
| Beneficial Owner |
Number of Shares Beneficially Owned |
Percentage of Common Stock Beneficially Owned |
||||||
| Five Percent Stockholders | ||||||||
| Consilium Entities(1) | 11,944,765 | (2) | 37.60 | % | ||||
| Charles Cassel(1) | 13,104,866 | (3) | 40.49 | % | ||||
| Jonathan Binder(1) | 13,104,864 | (4) | 40.49 | % | ||||
| Sameer Maskey | 6,010,280 | (5) | 20.57 | % | ||||
| Dolma Impact Fund I | 2,677,293 | (6) | 9.24 | % | ||||
| Executive Officers and Directors | ||||||||
| Sameer Maskey | 6,010,280 | (5) | 20.57 | % | ||||
| Christine Chambers |
70,000 |
(7) | * | % | ||||
| Anish Joshi | 224,447 | (8) | * | % | ||||
| Parag Shrestha | 167,075 | (9) | * | % | ||||
| Robert Traghetto | 85,265 | (10) | * | % | ||||
| Bharat Krish | 25,000 | (11) | * | % | ||||
| Tim Gocher | 44,740 | (12) | * | % | ||||
| Julia Hirschberg | - | * | % | |||||
| Salman Alam | 75,000 | (13) | * | % | ||||
| All Fusemachines Pubco directors and executive officers as a group (nine individuals) | 6,701,807 | 22.73 | % | |||||
| * | Less than 1%. |
| (1) | Consilium Extended Opportunities Fund and Consilium Frontier Equity Fund are managed by Mr. Cassel and Mr. Binder (together with their affiliates, the "Consilium Entities"). Therefore Mr. Cassel and Mr. Binder may be deemed to beneficially own the shares held by Sponsor. |