UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): April 724, 2025

FATPIPE, INC. Fatpipe Inc/UT

Fatpipe Inc/UT

(Exact name of registrant as specified in its charter)

(State or Other Jurisdiction of Incorporation)

Utah

001-42546

27-1113325

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

392 East Winchester Street, Fifth Floor Salt Lake City, Utah 84107

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (801) 281-3434

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		FATN		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 5.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement.~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Entry~~Appointment ~~into~~of ~~Underwriting~~Chief ~~Agreement~~Financial Officer

On April 724, 2025, ~~FatPipe, Inc. (~~the ~~“Company”),~~Board ~~entered into an underwriting agreement (the “Underwriting Agreement”) with D. Boral Capital LLC, as representative (the “Representative”)~~ of ~~the~~Directors ~~underwriters named therein~~ (the “~~Underwriters~~Board”)~~, pursuant~~ ~~to which the Company agreed to sell to the Underwriters, in a firm commitment initial public offering (the “Offering”), an aggregate~~ of ~~695~~Fatpipe,~~656~~ ~~shares of the Company’s common stock, no par value per share (the “Common Stock”), at an initial public offering price of $5~~Inc.75 ~~per share. The Common Stock was offered pursuant to a registration statement on Form S-1, as amended~~ (~~File No. 333-280925), originally filed with~~ the ~~U.S. Securities and Exchange Commission (the~~ “~~Commission~~Company”) onappointed ~~July~~Eric ~~19,~~Sherb ~~2024,~~ as ~~amended,~~Chief ~~and~~Financial ~~which~~Officer ~~was~~of ~~declared effective by~~ the ~~Commission on February 12, 2025~~Company. ~~A post effective amendment to the registration statement related to the Offering was filed with the Commission on March 11, 2025, and which was declared effective by the Commission on March 17, 2025.~~

~~The~~Mr. ~~Underwriting~~Sherb ~~Agreement~~has ~~contains~~over ~~customary~~fifteen ~~representations~~years ~~and~~of ~~warranties~~experience ~~that~~in ~~the~~accounting ~~parties thereto made to~~advisory, ~~and solely for the benefit of~~auditing, ~~the other party in the context of all of the terms~~ and ~~conditions~~mergers ~~of that Underwriting Agreement~~ and inacquisitions. ~~the~~Prior ~~context~~to ofjoining the ~~specific~~Company, ~~relationship~~in ~~between~~2019, ~~the parties~~Mr. ~~The~~Sherb ~~provisions~~founded ofEMS ~~the~~Consulting ~~Underwriting~~Services ~~Agreement~~LLC, ~~and~~an ~~schedules~~accounting ~~and~~advisory ~~exhibits~~firm ~~thereto,~~focused ~~including~~on ~~the~~helping ~~representations and~~entrepreneurs, ~~warranties contained therein respectively~~start-ups, ~~are~~and small ~~not~~businesses. ~~for~~In ~~the~~his ~~benefit~~other ofprevious ~~any~~professional ~~party~~experiences, ~~other~~Mr. ~~than~~Sherb ~~the~~contributed ~~parties~~ to ~~such~~bookkeeping, ~~documents~~consolidation, ~~and~~financial ~~agreements~~statement preparation and ~~are~~analysis, ~~not~~management ~~intended~~investor asreporting, ~~documents for investors~~ and ~~the~~financial ~~public~~modeling. toHe ~~obtain~~has ~~factual~~also ~~information~~provided ~~about~~technical ~~the~~advisory ~~current~~on ~~state~~debt ~~of affairs of the~~and ~~parties~~equity tofinancings, ~~those~~business ~~documents~~combinations, ~~and~~revenue ~~agreements. Rather~~recognition, ~~investors~~ and ~~the~~lease ~~public~~arrangements. ~~should~~He ~~look~~holds toa ~~other~~Bachelor ~~disclosures~~of ~~contained~~Business Administration in ~~the~~Accounting ~~Company’s filings~~and ~~with~~Finance ~~the~~from ~~Commission~~Emory University.

OnThere ~~April~~are 9,no ~~2025,~~arrangements ~~the~~or ~~Company~~understandings ~~closed~~between ~~the Offering~~Mr. ~~The~~Sherb ~~total~~and ~~gross~~any ~~proceeds~~other toperson, ~~the~~pursuant ~~Company~~to ~~from~~which ~~the~~Mr. ~~Offering,~~Sherb ~~which~~was ~~does~~appointed ~~not~~as ~~include~~Chief ~~a potential~~Financial ~~exercise~~Officer. ~~of the underwriter’s over-allotment option~~Further, ~~and~~there ~~before~~are ~~deducting~~no ~~discounts~~reportable ~~and~~family ~~expenses,~~relationships ~~were~~involving ~~approximately $4,000,000. A final prospectus relating to this Offering was filed with~~ the ~~Commission~~Company onand ~~April~~Mr. 7Sherb, ~~2025.~~and ~~The~~no ~~Common~~transactions ~~Stock~~involving ~~was previously approved~~Mr. ~~for~~Sherb ~~listing~~that onrequire ~~The~~disclosure ~~Nasdaq~~pursuant ~~Capital~~to ~~Market~~Item ~~and~~404(a) ~~commenced~~of ~~trading~~Regulation ~~under the ticker symbol “FATN” on April 8, 2025~~S-K.

The foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to a copy of the Underwriting Agreement that is filed as Exhibit 1.1 to this Report on this current report on Form 8-K and is incorporated herein by reference.2

~~Item 8.01 Other Events.~~SIGNATURE

~~Issuance~~Pursuant to the requirements of ~~Press~~the ~~Release~~Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

On April 7, 2025, the Company issued a press release announcing the pricing of the Offering and a press release on April 9, 2025, announcing the closing of the Offering, respectively. Copies of each press release are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference herein.

Date: April 29, 2025	FATPIPE, INC.

	By:	/s/ Ragula Bhaskar
	Name:	Ragula Bhaskar
	Title:	Chief Executive Officer (Principal Executive Officer)

~~The press releases shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.~~3

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical facts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,” “may,” “should,” “expect” “pending” and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.

Exhibits

1.1	Underwriting Agreement dated April 7, 2025, between the Company and D. Boral Capital LLC
99.1	Press Release on Pricing dated April 7, 2025
99.2	Press Release on Closing dated April 9, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 11, 2025	FATPIPE, INC.
	By:	/s/ Ragula Bhaskar
	Name:	Ragula Bhaskar
	Title:	Chief Executive Officer (Principal Executive Officer)

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