FuseMachines enters $20M equity purchase agreement with Roth Principal Investments

Fusemachines Inc.

Entered into purchase agreement with Roth Principal Investments to sell up to $20M of common stock over 36 months.
Shares sold at 3% discount (market open/intraday) or 5% discount (pre/post-market) to VWAP.
Exchange cap of 5,750,000 shares (19.99% of outstanding) unless avg price exceeds $1.76 or shareholder approval.
Paid $20k structuring fee, agreed to $300k commitment fee from proceeds; net proceeds for working capital.
Roth Principal Investments (affiliate of Roth Capital Partners) will resell shares; Digital Offering as QIU.

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.92

Fusemachines Inc. issued up to 11,363,636 shares of Common Stock of common stock to Roth Principal Investments, LLC for up to $20,000,000 of shares.

Security: common stock
Shares: up to 11,363,636 shares of Common Stock
Purchaser: Roth Principal Investments, LLC
Consideration: up to $20,000,000 of shares

Exact text from the filing

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

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Fusemachines Inc. entered into Purchase Agreement with Roth Principal Investments, LLC valued at $20,000,000 (effective 2026-04-17).

Action: entry
Agreement: equity purchase
Counterparty: Roth Principal Investments, LLC
Value: $20,000,000
Effective: 2026-04-17

Exact text from the filing

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”).

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Fusemachines Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-017936

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