Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.

On January 15, 2026, Fusemachines Inc. (the "Company") received a notification letter (the "Notification Letter") from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") indicating that the Company is not in compliance with the continued listing requirement to maintain a minimum Market Value of Publicly Held Shares ("MVPHS") of $15,000,000 for the Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(2)(C). Nasdaq's determination was based on the Company's MVPHS having been below $15,000,000 for the prior 30 consecutive business days from November 6, 2025 through January 14, 2026. The Notification Letter has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Global Market, and the Company's common stock will continue to trade under the symbol "FUSE" during the compliance period.

In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has 180 calendar days, or until July 14, 2026, to regain compliance with the MVPHS requirement. If at any time before July 14, 2026, the Company's MVPHS closes at or above $15,000,000 for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation that the Company has regained compliance.

The Company intends to actively evaluate and monitor its MVPHS and evaluate available options to regain compliance within the compliance period.

Forward-Looking Statements. This Current Report on Form 8-K contains forward-looking statements within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or future financial or operating performance of the Company. In some cases, you can identify forward-looking statements by terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "propose," "seek," "should," "strive," "will," or "would" or the negatives of these terms or variations of them or similar terminology. Specifically, the Company's statements regarding its intent and ability to regain compliance with Nasdaq's continued listing requirements, potential actions to regain compliance, the possible transfer of the Company's listing to The Nasdaq Capital Market, and the continued listing of the Company's securities on Nasdaq, and other similar statements are forward-looking statements. These statements are subject to risks, uncertainties, and other factors which may be beyond the control of the Company and could cause actual outcomes to differ materially from those expressed or implied by such forward-looking statements, including the Company's ability to improve or sustain its market value of publicly held shares for the requisite period, market conditions, and the Company's financial and operating performance. These and other risks are described more fully in the Company's other filings with the Securities and Exchange Commission (the "Commission"), including the Company's Registration Statement on Form S-4 (File No. 333-283520) declared effective by the Commission on June 30, 2025, the Company's Current Report on Form 8-K filed with the Commission on October 29, 2025 as amended on November 28, 2025, and other documents the Company files with the Commission from time to time. The Company undertakes no obligation to update forward-looking statements, except as required by law.