Chief Financial Officer

Fusemachines is a 10+ year old AI company, dedicated to delivering state-of-the-art AI products and solutions to a diverse range of industries. Founded by Sameer Maskey, Ph.D., an Adjunct Associate Professor at Columbia University, our company is on a steadfast mission to democratize AI and harness the power of global AI talent from underserved communities. With a robust presence in four countries and a dedicated team of over 400 full-time employees, we are committed to fostering AI transformation journeys for businesses worldwide. At Fusemachines, we not only bridge the gap between AI advancement and its global impact but also strive to deliver the most advanced technology solutions to the world.

Position Overview

We are seeking an experienced, hands-on public company CFO with significant experience managing the financial, SEC reporting, capital markets, transaction, and compliance requirements of a microcap Nasdaq-listed company.

The ideal candidate will have previously served as CFO or senior finance executive of one or more microcap public companies and have a demonstrated track record of timely SEC filings, successfully completing multiple financings using different capital structures, executing acquisitions, and maintaining Nasdaq and other public-company compliance requirements.

Key Responsibilities

1. SEC Reporting & Financial Statements

• Own the preparation and timely filing of all SEC periodic reports, including Forms 10-Q, 10-K and 8-K
• Manage the entire quarterly and annual reporting calendar and ensure filings are completed accurately and on time
• Coordinate directly with auditors, securities counsel, accounting teams and the Audit Committee
• Maintain appropriate disclosure controls, internal controls and supporting documentation
• Strong preference for someone with a track record of never having missed or been late on a 10-Q or 10-K filing

2. Capital Markets & Fundraising

• Lead and execute public-company financing transactions
• Direct experience completing multiple financings using instruments such as PIPE transactions, Registered Direct Offerings, Convertible Notes/Debentures, Equity Lines of Credit (ELOCs), At-the-Market Offerings (ATMs), warrants and other equity-linked securities, common and preferred equity, and debt/structured financing
• Evaluate financing alternatives based on cost of capital, dilution, cash requirements, covenants and impact on shareholders
• Work directly with investment banks, institutional investors, lenders, placement agents and securities counsel
• Understand transaction mechanics including pricing, warrant coverage, conversion provisions, beneficial ownership limitations, exchange caps and Nasdaq shareholder approval requirements

3. Registration Statements & SEC Transaction Filings

• Significant hands-on experience preparing and managing registration statements and other SEC filings, including Form S-1, Form S-3, Form S-4, resale registration statements, shelf registration statements, prospectus supplements and Rule 424 filings, proxy and information statements, and Section 16 filings
• Understand S-3 eligibility, shelf registration requirements, baby-shelf limitations and other securities issuance restrictions
• Coordinate the process from initial drafting through SEC comments and effectiveness

4. M&A and Strategic Transactions

• Have completed multiple acquisitions involving public companies, preferably as the acquiring company's CFO
• Lead financial diligence, valuation, transaction modeling and deal structuring
• Evaluate cash, stock, debt and combination consideration structures
• Manage purchase accounting and post-acquisition financial reporting
• Coordinate with legal counsel, auditors, bankers and target-company management
• Understand SEC and Nasdaq requirements associated with acquisitions, including Form 8-K, S-4 and shareholder approval requirements where applicable
• Manage integration of acquired companies into the company's accounting, controls, reporting and financial systems

5. Nasdaq Compliance

• Maintain ongoing compliance with Nasdaq listing requirements
• Monitor minimum bid price, shareholders' equity, market value, public float and other applicable continued-listing standards
• Understand Nasdaq rules governing equity issuances, the 20% issuance rule, shareholder approval requirements, change-of-control transactions, equity compensation, and related-party transactions
• Manage communications and submissions to Nasdaq when required
• Proactively identify potential compliance issues before they become listing deficiencies

6. Stock Compensation & Equity Administration

• Manage employee and executive equity compensation programs, including stock options, RSUs, restricted stock, performance-based equity, and Employee Stock Purchase Plans where applicable
• Understand accounting under ASC 718 and related tax and withholding requirements
• Manage equity-plan share availability and coordinate shareholder approvals when necessary
• Work closely with payroll, legal counsel and the transfer agent on issuances, vesting, withholding and settlement
• Maintain accurate capitalization and fully diluted share-count reporting

7. Technical Accounting & Audit

• Own the company's relationship with its independent registered public accounting firm
• Strong knowledge of U.S. GAAP applicable to microcap public companies
• Manage complex accounting matters involving convertible securities, warrants and derivatives, stock-based compensation, revenue recognition, business combinations, goodwill and intangible assets, debt modifications, and going-concern assessments
• Manage annual audits and quarterly reviews efficiently and on schedule
• Identify accounting issues early rather than allowing them to delay SEC filings

8. Cash Management, Budgeting & Financial Planning

• Maintain detailed visibility into liquidity, cash runway and working capital
• Develop annual budgets, forecasts and scenario models
• Provide management and the Board with accurate cash forecasts
• Connect operating plans with anticipated financing requirements
• Maintain disciplined controls around expenditures and cash management

9. Board & Audit Committee

• Serve as the primary financial executive working with the Board and Audit Committee
• Prepare quarterly financial and Audit Committee materials
• Clearly communicate financial performance, liquidity, financing requirements, accounting matters and financial risks
• Support the Board in evaluating financings, acquisitions and other significant transactions

10. Investor & Capital Markets Support

• Work closely with the CEO on investor communications and capital-markets strategy
• Participate in investor, lender and investment-banking discussions
• Ensure financial information communicated externally is consistent with SEC filings and Regulation FD requirements
• Help management evaluate the dilution and shareholder impact of financing alternatives

11. Insurance, Risk & Corporate Compliance

• Oversee the company's corporate insurance programs, including D&O, EPLI, cyber, general liability and other appropriate coverage
• Coordinate renewals and ensure appropriate coverage for a public company
• Work with legal counsel on corporate governance, regulatory and compliance matters
• Oversee financial aspects of tax, payroll, employment-related obligations and other corporate compliance requirements

Ideal Candidate Profile:

• Previous experience as CFO of a Nasdaq-listed microcap or small-cap public company
• Extensive hands-on experience with 10-Qs, 10-Ks, 8-Ks and SEC reporting
• A demonstrated history of consistently filing 10-Qs and 10-Ks on time
• Personally completed multiple public-company financings, preferably utilizing several different instruments rather than only traditional equity raises
• Direct experience with PIPEs, convertible notes, ELOCs, ATMs, registered directs, warrants and other structured securities
• Personally managed multiple S-1 and S-3 registration statements, with S-4 experience strongly preferred
• Completed multiple M&A transactions involving a public company
• Strong working knowledge of Nasdaq listing and shareholder-approval rules
• Significant experience with stock compensation plans and equity administration
• Strong technical accounting and SEC reporting capabilities
• Experience working directly with the SEC, Nasdaq, PCAOB-registered auditors, securities attorneys, investment banks, transfer agents and institutional investors
• Ability to operate effectively in a lean microcap environment and personally drive critical work rather than relying on a large finance organization