v3.26.3
Stockholder’s Deficit
 6 Months Ended 12 Months Ended
Jun. 30, 2026
Dec. 31, 2025
Equity [Abstract]    
Stockholder’s Deficit

Note 6. Stockholder’s Deficit

 

Common Stock

 

In connection with the Restated Certificate, the number of shares of Fusemachines Inc. common stock that the Company is authorized to issue is 500,000,000 shares as of June 30, 2026 and December 31, 2025 respectively.  

 

The Company’s reserved shares of common stock for future issuance related to potential conversion of the Convertible Preferred Stock, exercise of Common Stock Warrants and exercise of stock options are as follows:

 

  

As of

June 30,

2026

  

As of

December 31,

2025

 
Common stock warrants   92,211    92,211 
Stock options   589,192    686,880 
SPAC public and private placement warrants (Refer note 16)   13,458,750    13,458,750 
Equity share warrant (Refer note 15)   2,108,070    2,108,070 
Issuance of warrants pursuant to conversion of convertible note (refer note 5)   30,000    30,000 
Restricted stock units (RSU) (Refer note 8)   1,217,210    - 
Reserved shares of common stock for future issuance   17,495,433    16,375,911 

 

Convertible Preferred Stock

 

In connection with the Restated Certificate, the number of shares of Convertible Preferred Stock that the Company is authorized to issue is 5,000,000 as at June 30, 2026.

 

Warrants

 

As of June 30, 2026 and December 31, 2025 the Company had Common Stock Warrants outstanding to purchase up to 92,211 shares of the Company’s common stock at an exercise price of $0.70 per share and have a contractual term of 10 years. The Common Stock Warrants were issued in August 2023. (Refer to “Note 3 - Fair Value Measurements”).

 

Note 12. Stockholder’s Deficit

 

Common Stock

 

In connection with the Restated Certificate, the number of shares of Fusemachine Inc. common stock that the Company is authorized to issue is 500,000,000 shares and 15,924,202 shares as of December 31, 2025 and December 31, 2024 respectively.

 

The Company’s reserved shares of common stock for future issuance related to potential conversion of the Convertible Preferred Stock, exercise of Common Stock Warrants and exercise of stock options are as follows:

 

   As of December 31, 2025   As of December 31, 2024 
Convertible preferred stock (as converted to common stock)   -    5,950,673 
Common stock warrants   92,211    92,211 
Common stock contingent obligation   -    29,611 
Stock options   686,880    1,700,058 
Equity shares warrant (refer note 22)   2,108,070    -  
SPAC public and private placement warrants (refer note 24)   13,458,750    -  
Issuance of warrants pursuant to conversion of convertible note.(refer note 10)   30,000    - 
Reserved shares of common stock for future issuance   16,375,911    7,772,553 (1)

 

(1)Includes 6,772 stock options as of December 31, 2024 that were legally exercised prior to meeting the service base vesting requirements in exchange for nonrecourse promissory notes (Refer to “The Promissory Notes Transactions” in “Note 14 - Stock-based Compensation ”).

 

Convertible Preferred Stock

 

In connection with the Restated Certificate, the number of shares of Convertible Preferred Stock that the Company is authorized to issue is 5,000,000 as at December 31, 2025 (Refer to “Note 11 - Convertible Preferred Stock “).

 

Warrants

 

As of December 31, 2025 and December 31, 2024 the Company had Common Stock Warrants outstanding to purchase up to 92,211 shares of the Company’s common stock at an exercise price of $0.46 per share and have a contractual term of 10 years. The Common Stock Warrants were issued in August 2023. (Refer to “Note 3 - Fair Value Measurements”).

 

Common Stock Contingent Obligation

 

As of December 31, 2025, the Company had a Nil contingent obligation upon closing of the Merger Shares issued to Legacy Fusemachines vendor for settlement of outstanding vendor invoices.

 

 

Fusemachines Inc. and Subsidiaries Notes to the Consolidated Financial Statements