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FatPipe (Nasdaq: FATN) enters $10M at-the-market sales deal

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

FatPipe, Inc. established an at-the-market offering program of up to $10,000,000 of common stock through H.C. Wainwright & Co. as sales agent or principal. The arrangement is subject to the company’s “baby shelf” limits under Form S-3 and will use the firm’s commercially reasonable efforts to place shares.

Wainwright will receive a 3.0% commission on gross proceeds from any sales. FatPipe is not obligated to sell any shares and can suspend or terminate the program at any time. Any stock issued under this facility will be offered under FatPipe’s Form S-3 shelf registration and a July 2, 2026 prospectus supplement.

Positive

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Insights

FatPipe adds a $10M flexible equity-raising tool, with modest fees and no sale obligation.

FatPipe, Inc. entered an At-The-Market Sales Agreement allowing issuance of up to $10,000,000 of common stock through H.C. Wainwright & Co. Wainwright acts as sales agent or principal, using its trading practices to place shares in ordinary market transactions.

FatPipe can suspend or terminate the program and has no obligation to sell any shares, so actual issuance depends on future decisions. Wainwright earns a 3.0% commission on gross proceeds, which is typical for small-cap ATM structures under a Form S-3 shelf registration and related prospectus supplement dated July 2, 2026.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM program size $10,000,000 Maximum aggregate gross sales proceeds for at-the-market common stock offering
Sales agent commission 3.0% of gross proceeds Commission payable to H.C. Wainwright on each ATM share sale
Form type Form S-3 shelf registration Registration statement used to issue ATM shares, with July 2, 2026 prospectus supplement
Trading symbol FATN Common stock listed on Nasdaq Capital Market
At-The-Market Sales Agreement financial
"entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC"
An at-the-market sales agreement lets a company raise cash by selling newly issued shares directly into the open market at whatever price buyers are paying that day, using a broker to place the trades over time. Investors should watch these deals because they can dilute existing ownership and put downward pressure on the stock price while giving the company flexible, on-demand funding—like a store gradually listing extra items on an online marketplace at current prices.
baby shelf regulatory
"subject to the Company’s current “baby shelf” limitations under General Instruction I.B.6. of Form S-3"
Form S-3 regulatory
"pursuant to the Company’s shelf registration statement on Form S-3"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
Rule 415 regulatory
"deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933"
Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.
prospectus supplement financial
"a prospectus supplement dated July 2, 2026 (the “Prospectus Supplement”) relating to the offer and sale"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
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Understanding 8-K Material Events →
false 0001993400 0001993400 2026-07-02 2026-07-02 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): July 2, 2026

 

FATPIPE, INC.

(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 1.01 Entry into a Material Definitive Agreement.

 

On July 2, 2026, FatPipe, Inc. (the “Company”) entered into an At-The-Market Sales Agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) pursuant to which the Company may, from time to time, offer and sell shares (the “ATM Shares”) of its common stock, no par value per share (the “Common Stock”), having aggregate gross sales proceeds of up to $10,000,000 (the “ATM Offering”), through or to Wainwright, acting as sales agent or principal, subject to the Company’s current “baby shelf” limitations under General Instruction I.B.6. of Form S-3.

 

Subject to the terms and conditions of the Sales Agreement, Wainwright will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Company has provided Wainwright with customary indemnification and contribution rights in favor of the Agents, and Wainwright will be entitled to a commission of 3.0% of the gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement.

 

Sales of the ATM Shares, if any, under the Agreement will be made by any method permitted by law deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.

 

This description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

 

The Company Common Stock to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2026, including the base prospectus contained therein, and a prospectus supplement dated July 2, 2026 (the “Prospectus Supplement”) relating to the offer and sale of the shares pursuant to the Sales Agreement.

 

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Company Common Stock nor shall there be any sale of shares of Company Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal opinion of Dentons US LLP relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM Offering is attached hereto as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

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.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits

 

(a) Exhibits

 

Number   Description
1.1   Sales Agreement, dated as of July 2, 2026, by and among FatPipe, Inc. and H.C. Wainwright & Co., LLC
5.1   Opinion of Dentons US LLP
23.1   Consent of Dentons US LLP (included in the opinion filed as Exhibit 5.1)
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

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: July 2, 2026 FATPIPE, INC.
     
  By: /s/ Ragula Bhaskar
  Name: Ragula Bhaskar
  Title: Chief Executive Officer (Principal Executive Officer)

 

3

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What equity program did FATN’s FatPipe, Inc. put in place?

FatPipe, Inc. established an at-the-market offering program for up to $10,000,000 of common stock. Shares may be sold from time to time through H.C. Wainwright & Co. acting as sales agent or principal under a shelf registration and prospectus supplement.

How much can FatPipe, Inc. (FATN) raise under the new ATM agreement?

The At-The-Market Sales Agreement permits gross sales proceeds of up to $10,000,000 in common stock. Actual capital raised will depend on how many shares FatPipe chooses to sell and prevailing market conditions when any sales occur.

What fees will FatPipe pay H.C. Wainwright under the FATN ATM program?

H.C. Wainwright & Co. will receive a 3.0% commission on the gross proceeds from each sale of FatPipe’s common stock under the at-the-market program. This fee is calculated on each individual transaction executed through the agreement.

Is FatPipe, Inc. required to sell shares under its $10 million ATM facility?

FatPipe has no obligation to sell any shares under the At-The-Market Sales Agreement. The company may choose when, if at all, to sell stock and can suspend offers or terminate the agreement at any time.

Which registration statement covers FATN’s new at-the-market stock sales?

Any shares sold under the program will be issued pursuant to FatPipe’s Form S-3 shelf registration statement and a prospectus supplement dated July 2, 2026. These documents provide the legal framework for offering the common stock in the market.

Who is the sales agent for FatPipe, Inc. (FATN) in the new ATM agreement?

H.C. Wainwright & Co., LLC acts as sales agent or principal for FatPipe’s at-the-market program. It will use commercially reasonable efforts, consistent with normal trading practices, to sell shares based on instructions FatPipe provides from time to time.

Filing Exhibits & Attachments

6 documents

Other Documents