Fusemachines, Inc. entered into a common stock purchase agreement with Roth Principal Investments, LLC on April 17, 2026. The company has the right, at its sole discretion, to sell up to $20 million of its common stock to the investor over a 36-month period. The agreement includes a registration rights agreement to register the resale of up to 11,363,636 shares of common stock. The company will pay a $20,000 structuring fee and a $300,000 commitment fee (1.5% of the total commitment) to the investor. The commitment fee will be paid by the investor withholding 10% of the purchase price from each sale until the $300,000 is fully paid. The company also agreed to reimburse the investor for legal fees, including an initial $60,000 and up to $7,500 per fiscal quarter.