Chief Financial Officer

About the role

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, the company is on a mission to democratize AI and harness global AI talent from underserved communities. With a presence in four countries and over 400 full-time employees, Fusemachines is committed to fostering AI transformation for businesses worldwide.

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.

Responsibilities

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
• Have a track record of never having missed or been late on a 10-Q or 10-K filing

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

Registration Statements & SEC Transaction Filings

• Prepare and manage 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

M&A and Strategic Transactions

• Complete 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

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

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

Technical Accounting & Audit

• Own the company's relationship with its independent registered public accounting firm
• Maintain 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

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

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

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

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