Form 8-K

8-K — Fusemachines Inc.

Accession: 0001493152-26-026537

Filed: 2026-06-01

Period: 2026-05-31

CIK: 0002033383

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

the Securities Exchange Act of 1934

Date

of Report (date of earliest event reported): May 31, 2026

FUSEMACHINES

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42909

98-1602789

(State

or other jurisdiction of

incorporation

or organization)

(Commission

File

Number)

(I.R.S.

Employer

Identification

Number)

200

West 41st Street, 21st floor,

New

York, NY 10036

(Address

of principal executive offices and zip code)

(347)

212-5075

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

FUSE

Nasdaq

Stock Market LLC

Warrants

to purchase shares of Common Stock

FUSEW

Nasdaq

Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Appointment

of Directors

Effective

May 31, 2026, the board of directors (the “Board”) of Fusemachines Inc., a Delaware corporation (the “Company”

or “Fusemachines”), following the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating

Committee”), appointed Julia Hirschberg as a member of the Board as a Class II director, until the Company’s 2027 annual

meeting of stockholders or until Ms. Hirschberg’s successor is duly elected and qualified. Ms. Hirschberg was also appointed as

a member of each of the Audit Committee of the Board (the “Audit Committee”), the Compensation Committee of the Board (the

“Compensation Committee”) and the Nominating Committee. Ms. Hirschberg was also appointed as chair of the Compensation Committee.

Ms.

Hirschberg, age 79, is the Percy K. and Vida L. W. Hudson Professor of Computer Science at Columbia University, a position she has held

since 2002, and previously served as Chair of the Computer Science Department from 2012 to 2018. She received her PhD in Computer Science

from the University of Pennsylvania. Prior to joining Columbia, Ms. Hirschberg worked at Bell Laboratories and AT&T Laboratories

— Research from 1985 to 2003, serving as a Member of Technical Staff, Division Manager and Technology Leader, and creating the

Human-Computer Interface Research Department. Ms. Hirschberg also served as a Guest Professor at the Royal Institute of Technology (KTH)

in Stockholm from 2008 to 2009. She co-chaired the Computing Research Association’s Committee on Women from 2016 to 2019, was an

Amazon Scholar from 2020 to 2025. Ms. Hirschberg is a Fellow of the Association for the Advancement of Artificial Intelligence (since

1994), a Fellow of the International Speech Communication Association (since 2008), a Fellow of the Association for Computational Linguistics

(since 2011), a Fellow of the Association for Computing Machinery (since 2015), and a Fellow of the Institute of Electrical and Electronics

Engineers (since 2017). She has been a member of the National Academy of Engineering since 2017 and a member of the American Academy

of Arts and Sciences since 2018. In 2025, she was elected to the National Academy of Artificial Intelligence Academy of Sciences, from

which she received the Artificial Intelligence Exploration Award. She has received PhDs from both the University of Pennsylvania and

the University of Michigan.

The

Nominating Committee and the Board believe that Ms. Hirschberg’s significant experience in artificial intelligence, computer science

and technology leadership provides valuable operational, leadership, strategy and management skills to the Board.

There

is no arrangement or understanding between Ms. Hirschberg and any other person pursuant to which Ms. Hirschberg was selected and appointed

by the Board and there is no family relationship between Ms. Hirschberg and any of the Company’s directors or executive officers.

The Company is not aware of any transaction involving Ms. Hirschberg which would require disclosure under Item 404(a) of Regulation S-K

promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Ms. Hirschberg will receive compensation

similar to the other non-employee members of the Board as described in the Company’s Annual Report on Form 10-K for the fiscal

year ended December 31, 2025, as filed with the Securities and Exchange Commission on March 27, 2026 (the “Annual Report”)

or incorporated by reference therein, and will execute a standard indemnity agreement with the Company substantially in the form filed

as an exhibit to the Annual Report.

Resignation

of Director

May 31, 2026, in connection with the appointment of Ms. Hirschberg, Sanjay Shrestha resigned as a member of the Board, as the chair of

the Compensation Committee, and as a member of each of the Audit Committee and the Nominating Committee. The resignation of Mr. Shrestha

was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

The Board and the Company are deeply grateful for Mr. Shrestha’s service, dedication, and contributions to the Company.

Item

7.01. Regulation FD Disclosure.

June 1, 2026, the Company issued a press release, a copy of which is furnished herewith as Exhibit 99.1, announcing the appointment of

Ms. Hirschberg to the Board. The information set forth in this Item 7.01 and in Exhibit 99.1 is furnished and shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that Section. The information in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be incorporated by reference

into any filing of the Company under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as

shall be expressly set forth by specific reference in such a filing.

Item

9.01. Financial Statements and Exhibits.

Exhibit

Number

Description

99.1

Press Release dated May June 1, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document.)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its

behalf by the undersigned hereunto duly authorized.

Date:

June

1, 2026

FUSEMACHINES

INC.

By:

/s/

Sameer Maskey

Sameer

Maskey

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Fusemachines

Appoints Renowned AI Pioneer Dr. Julia Hirschberg to Board of Directors

New

York, NY – June 01, 2026 – Fusemachines Inc. (NASDAQ: FUSE), a leading enterprise AI company, today announced

the appointment of Dr. Julia Hirschberg, one of the world’s most distinguished artificial intelligence researchers and educators,

to its Board of Directors.

Dr.

Hirschberg is the Percy K. and Vida L. W. Hudson Professor of Computer Science at Columbia University, where she previously served as

Chair of the Department of Computer Science. As an internationally recognized AI researcher and leader in language and speech processing,

she has made foundational contributions to the fields of natural language processing, speech technology, and conversational AI over a

career spanning several decades.

Her

numerous honors include election to the National Academy of Engineering, the American Academy of Arts and Sciences, and

the National Academy of Artificial Intelligence. She is also an ACL Fellow, ACM Fellow, AAAI Fellow, and IEEE Fellow, and

is a recipient of the prestigious ISCA Medal for Scientific Achievement. Dr. Hirschberg holds two Ph.D. degrees and has been awarded

two honorary doctorates in recognition of her groundbreaking contributions to artificial intelligence research and education.

Throughout

her distinguished career, Dr. Hirschberg has authored hundreds of peer-reviewed scientific publications and has mentored generations

of researchers, innovators, entrepreneurs, and technology leaders who are shaping the future of AI around the world.

addition to her distinguished academic career, Dr. Hirschberg brings extensive industry leadership experience. She previously served

as a Department Head at AT&T Bell Labs and founded the Human Computer Interface Research Department, where she led pioneering research

in speech, language, and conversational technologies. Under her leadership, research innovations were translated into technologies and

products that helped advance the practical application of AI in real-world settings. Her ability to bridge cutting-edge research with

industry needs gives her a rare perspective on how organizations can transform scientific breakthroughs into impactful, market-ready

solutions. This combination of academic excellence, research leadership, and product innovation will be invaluable as Fusemachines continues

to develop enterprise AI solutions and expand its global reach.

artificial intelligence, and particularly Agentic AI, continues to advance in leaps and bounds, the importance of responsible AI development

has never been greater. Questions surrounding bias, security, transparency, governance, accountability, and the future of work are becoming

increasingly central to organizations deploying AI at scale. Fusemachines believes that Dr. Hirschberg’s decades of experience

spanning both academic research and industry innovation will provide valuable guidance as the company continues to strengthen its approach

to AI governance. Her insights into how AI technologies have evolved from research concepts into real-world products will help inform

Fusemachines’ efforts to develop robust ethical AI policies and governance frameworks that promote responsible innovation while

maximizing positive impact for businesses, workers, and society.

“We

are thrilled to welcome Julia to the Fusemachines Board of Directors,” said Dr. Sameer Maskey, Founder and CEO of Fusemachines.

“Julia is one of the world’s leading AI researchers and educators. Her pioneering contributions to language and speech technologies

have helped shape modern AI, and her mentorship has influenced generations of researchers, entrepreneurs, and innovators. With her deep

expertise in AI research, governance, and innovation, Julia will be an invaluable advisor as Fusemachines continues to grow its global

impact and advance the responsible adoption of AI.”

Commenting

on her appointment, Dr. Hirschberg said, “I am delighted to join the Fusemachines Board of Directors. Fusemachines has demonstrated

a strong commitment to democratizing AI education and helping organizations harness the transformative potential of artificial intelligence.

I look forward to supporting the company’s mission and contributing to its next phase of growth and innovation.”

Dr. Hirschberg joins the Fusemachines Board of Directors, current Board Director Sanjay Shrestha is stepping down from the Board. Fusemachines

is grateful for Sanjay’s contributions and leadership and is pleased that he will continue to support the company as a member of

its Board of Advisors, providing strategic guidance and counsel.

Dr.

Hirschberg’s appointment reflects Fusemachines’ continued commitment to bringing world-class expertise to its leadership

and governance. As AI becomes increasingly central to business transformation, her deep knowledge of language technologies, speech processing,

AI governance, and responsible innovation will help guide the company’s long-term strategy. Her experience spanning academia, research

leadership, product innovation, and talent development positions her uniquely to support Fusemachines as it builds AI solutions that

are both technologically advanced and socially responsible.

About

Fusemachines

Founded

in 2013, Fusemachines is a global provider of enterprise AI products and services, on a mission to democratize AI. Leveraging

proprietary AI Studio, AI Engines and AI Agents, the company helps drive clients’ AI Enterprise Transformation, regardless of where

they are in their Digital AI journeys. With offices in North America, Asia, and Latin America, Fusemachines provides a suite of enterprise

AI offerings and specialty services that allow organizations of any size to implement and scale AI. Fusemachines serves companies in

industries such as retail, manufacturing, and government.

Fusemachines

continues to actively pursue the mission of democratizing AI for the masses by providing high-quality AI education in underserved communities

and helping organizations achieve their full potential with AI.

learn about Fusemachines, visit www.fusemachines.com.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking

statements include, without limitation, statements regarding the anticipated benefits of any changes to the Company’s Board of

Directors and management; and the Company’s broader product development, commercialization, and growth strategy. Forward-looking

statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,”

“expect,” “intend,” “may,” “plan,” “potential,” “will,” “would,”

and similar expressions.

These

forward-looking statements are based on current expectations, estimates, assumptions, and projections and are subject to risks and uncertainties

that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Such risks and

uncertainties include, among others, risks related to the successful implementation and execution of the reseller partnership; customer

adoption and retention; the ability of the Company’s AI solutions to deliver the expected operational, recruiting, and business

benefits; the Company’s strategy and governance; the Company’s ability to develop, maintain, and enhance its products and

platform; reliance on third-party platforms, partners, data, and infrastructure; competition in the markets in which the Company operates;

cybersecurity, data privacy, regulatory, and intellectual property risks; and changing macroeconomic, industry, and market conditions.

Additional

information regarding these and other risks and uncertainties is included in the Company’s filings with the U.S. Securities and

Exchange Commission (the “SEC”), including its most recent Annual Report on Form 10-K, filed with the SEC on March 27, 2026,

and in subsequent Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Forward-looking statements speak only as of the date

they are made, and Fusemachines undertakes no obligation to update any forward-looking statements, whether as a result of new information,

future events, or otherwise, except as required by law.

Media

Contact:

pr@fusemachines.com

Investor

Contact:

ir@fusemachines.com

347 212-5075

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