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