Fatpipe Inc/UT 8-K

What Happened

• On July 2, 2026, FatPipe, Inc. (FATN) entered into an At-The-Market Sales Agreement with H.C. Wainwright & Co., LLC to offer and sell up to $10,000,000 of its common stock.
• Wainwright will act as sales agent or principal and will use commercially reasonable efforts, consistent with its normal trading practices, to sell shares from time to time under the agreement. Sales will be made as permitted “at the market offerings” under Rule 415 and pursuant to the company’s Form S-3 shelf registration (subject to the company’s current “baby shelf” limitations).

Key Details

• Agreement date: July 2, 2026.
• Maximum aggregate proceeds: $10,000,000 of common stock.
• Sales agent fee: 3.0% commission of gross proceeds to H.C. Wainwright.
• Company has no obligation to sell shares and may suspend or terminate the program at any time; issuance legality is supported by a Dentons US LLP opinion filed as Exhibit 5.1.

Why It Matters

• The ATM program gives FatPipe flexible access to capital: management can raise up to $10M over time without a single large offering.
• Potential dilution: if shares are sold, existing shareholders could be diluted; the timing and amount of dilution depend on management’s decisions.
• Cost and process: sales will incur a 3% commission and are subject to regulatory and shelf-registration limits; no sales are guaranteed.
• Investors should note the filing includes forward-looking statements and that actual fundraising activity will depend on market conditions and company needs.