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
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
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
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
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
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
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
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