Fusemachines Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers. Appointment of David R. Wells as Consulting Chief Financial Officer On September 1, 2026, the Board of Directors (the “Board”) of Fusemachines Inc., a Delaware corporation (the “Company”), appointed David R. Wells as the Company’s Consulting Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer, effective as of August 30, 2026. Mr. Wells, age 64, has more than 30 years of experience in finance, operations and administrative positions, primarily with medical and technology companies. Since July 2021, Mr. Wells has been the owner of Atlas Bookkeeping, LLC, a Nevada corporation (“Atlas”) where he provides CFO-level advisory services to public and private companies. Since December 2025, Mr. Wells has served as an Advising CFO to Functional Brands Inc., (OTC Markets: MEHA) providing CFO guidance following the company’s listing on Nasdaq and subsequent listing on the OTC Markets. From August 2023 to May 2025, Mr. Wells served as Chief Financial Officer of Envoy Medical, Inc. (Nasdaq: COCH), where he provided strategic CFO guidance following the company’s deSPAC transaction. From June 2021 to September 2022, Mr. Wells served as Chief Financial Officer of GHS Investments, LLC, a private equity fund. Since December 2022, Mr. Wells has served as a member of the Board of Directors of HeartSciences, Inc. (Nasdaq: HSCS). Mr. Wells has a bachelor’s degree in finance and entrepreneurship from Seattle Pacific University and a master of business administration from Pepperdine Graziadio Business School. In connection with Mr. Wells’s appointment as Chief Financial Officer, the Company entered into a Services Agreement, dated as of September 1, 2026 (the “Services Agreement”), with Atlas, pursuant to which Atlas will provide chief financial officer services to the Company, with Mr. Wells serving as the individual designated by Atlas to perform such services. Mr. Wells will serve as Consulting Chief Financial Officer until the termination of the Services Agreement or his earlier replacement, resignation, or removal. Pursuant to the Services Agreement, the Company will pay Atlas a monthly advisory fee of $14,500 for CFO advisory services. In addition, the Company paid Atlas a one-time retainer of $10,000 upon execution of the Services Agreement. Additionally, the Company will issue to Mr. Wells (or such other designee of Atlas) monthly grants of 10,000 restricted stock units (“RSUs”) under the Company’s 2025 Omnibus Equity Incentive Plan, with each such grant fully vesting on the date of grant. The Services Agreement commences upon execution and continues until terminated. Either party may terminate the Services Agreement upon 30 days’ written notice, or upon 15 days’ written notice in the case of an uncured material breach. The Services Agreement contains customary confidentiality provisions, which survive for a period of two years following the termination of the Services Agreement, and mutual non-solicitation provisions that apply during the term of the Services Agreement and for a period of one year following termination. Atlas provides services to the Company as a general contractor and neither Atlas nor Mr. Wells are employees of the Company. There is no family relationship between Mr. Wells and any of the Company’s directors or executive officers. The Company is not aware of any transaction involving Mr. Wells that would require disclosure under Item 404(a) of Regulation S-K, other than as set forth in this Current Report on Form 8-K. The Company intends to enter into an indemnification agreement with Mr. Wells in the Company’s standard form, consistent with the form filed as an exhibit to the Company’s most recent Annual Report on Form 10-K. The foregoing description of the Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Services Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. Exhibit Description Number ──────────────────────────────────────────────────────────────────────────────────────────────────────────────── 10.1 Services Agreement, dated August 30, 2026, between Fusemachines Inc. and Atlas Bookkeeping, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document.)