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0001993400
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2026-04-30
2026-04-30
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OMB
APPROVAL |
| |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549 |
OMB
Number: 3235-0060
Expires: October
31, 2024
Estimated
average burden
hours
per response 8.41 |
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 30, 2026
Fatpipe
Inc/UT
FATPIPE,
INC. Fatpipe
Inc/UT
(Exact
name of registrant as specified in its charter)
| 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, UT |
|
84107 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code (844)
203-6092
(Former
name or former address, if changed since last report.)
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)) |
| SEC 873 (07-24) |
Potential persons who are to
respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid
OMB control number. |
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
2.02 Results of Operations and Financial Condition.
On
April 30, 2026, FatPipe, Inc. issued a press release providing preliminary guidance for its fourth
quarter ended March 31, 2026, as well as certain business updates and information regarding the Company’s upcoming earnings release
and conference call. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
preliminary financial results included in the press release are based on currently available information and management’s initial
review and are subject to the completion of the Company’s financial closing procedures and audit. Actual results may differ materially
from the preliminary results provided.
This
information is intended to be furnished under Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act as shall be expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Preliminary Fourth Quarter Fiscal 2026 Results |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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 hereunto duly authorized.
| |
FatPipe,
Inc. |
| |
(Registrant) |
| |
|
|
| Date April 30, 2026 |
|
|
| |
|
/s/
Ragula Bhaskar |
| |
|
(Signature)* |
| |
Name: |
Ragula Bhaskar |
| |
Title: |
Chief Executive Officer (Principal
Executive Officer) |
*Print
name and title of the signing officer under his signature.
Exhibit
99.1
FatPipe,
Inc. Provides Preliminary Fourth Quarter Fiscal 2026 Results and Business Update; Schedules Earnings Release for May 18th,
2026
SALT
LAKE CITY, UT / PRNewswire / April 30, 2026
FatPipe,
Inc. (NASDAQ: FATN), a pioneer and multiple patents holder in enterprise-class software-defined wide area networking and cybersecurity
solutions, today provided preliminary financial results for its fiscal quarter ended March 31, 2026, along with a business update
ahead of its upcoming earnings release.
Preliminary
Financial Highlights
Based
on currently available information, FatPipe expects for the fourth quarter of fiscal 2026:
| ● | 4th
Quarter revenue
in the range of $6.6 million to $7.0 million, representing approximately 79% YoY growth
at the midpoint |
| ● | 4th
Quarter
Adjusted EBITDA in the range of $3.0 million to $3.2 million for Q4 FY2026
as compared to $0.2 million for Q4 FY2025 |
The
Company’s preliminary results reflect continued investment in sales efforts and ongoing expansion of its channel partnerships.
These
unaudited preliminary results are based on management’s initial review and are subject to the completion of the Company’s
financial closing procedures and audit.
A
reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure will be provided with the Company’s full financial
results. Adjusted EBITDA should not be considered in isolation or as a substitute for GAAP measures.
Upcoming
Earnings Release and Conference Call
FatPipe
plans to release its full fiscal year 2026 financial results on May 18, 2026, after market close.
Management
will host a conference call and webcast to discuss the results:
| ● | Date:
May 18, 2026 |
| ● | Time:
4:15 PM to 4:45 PM ET |
| ● | Format:
Investor Webinar |
| ● | Registration
Link: https://events.teams.microsoft.com/event/36b2db48-b620-4895-ade5-94296ccee6f2@51ec01b9-4755-406d-a5cf-be0d14b56e66 |
Safe
Harbor Statement
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements include, without limitation, statements regarding the Company’s expected financial results, anticipated
revenue, margins, profitability, cash position, growth prospects, business strategy, market opportunity, product development, customer
demand, sales pipeline, channel expansion, and the timing and results of the Company’s fiscal year 2026 financial close and audit.
These
forward-looking statements are based on the Company’s current expectations, estimates, forecasts, and projections, as well as the
beliefs and assumptions of management, and are not guarantees of future performance. Words such as “expects,” “anticipates,”
“believes,” “intends,” “plans,” “estimates,” “projects,” “may,”
“will,” “should,” “could,” “continues,” and similar expressions are intended to identify
such forward-looking statements.
Actual
results may differ materially from those expressed or implied by these forward-looking statements as a result of various risks and uncertainties,
including, but not limited to:
| ● | the
completion of the Company’s financial closing procedures and audit, and the possibility
of adjustments to the preliminary financial results presented herein; |
| ● | the
Company’s ability to accurately forecast demand and convert its sales pipeline into
revenue; |
| ● | variability
in customer purchasing cycles, including delays or reductions in spending by enterprise,
service provider, or public sector customers; |
| ● | risks
related to the Company’s channel and distribution strategy, including dependence on
third-party partners; |
| ● | competition
in the markets for software-defined networking, SASE, and cybersecurity solutions, including
from larger and more established companies; |
| ● | the
Company’s ability to successfully develop, introduce, and gain market acceptance for
new products and enhancements, including its integrated networking and security offerings; |
| ● | risks
related to cybersecurity threats, network disruptions, or failures in the Company’s
products or services; |
| ● | general
economic, industry, and market conditions, including inflationary pressures, interest rate
changes, and geopolitical uncertainty; |
| ● | the
impact of regulatory requirements applicable to public companies and the Company’s
ability to maintain effective internal controls over financial reporting; and |
| ● | other
risks and uncertainties described in the Company’s filings with the U.S. Securities
and Exchange Commission (“SEC”), including its most recent Annual Report on Form
10-K and subsequent Quarterly Reports on Form 10-Q. |
The
preliminary financial information presented in this press release is based on management’s initial review of operations for the
period and remains subject to the completion of normal quarter- and year-end accounting procedures, including the audit by the Company’s
independent registered public accounting firm. Accordingly, actual reported results may differ materially from the preliminary results
presented herein. Investors are cautioned not to place undue reliance on these preliminary financial results.
Forward-looking
statements speak only as of the date of this press release, and the Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by law.
About
FatPipe, Inc.
FatPipe
pioneered the concept of software-defined wide area networking (SD-WAN) and hybrid WANs that eliminate the need for cooperation from
ISPs and allow enterprises and service providers to control multi-link network traffic. FatPipe offers a single-stack networking and
cybersecurity platform backed by 13 U.S. patents related to multipath and software-defined networking. FatPipe products are sold through
more than 200 resellers worldwide.
For
more information, please visit www.fatpipeinc.com.
Follow
us on X @FatPipe_Inc.
Company
Contact
+1
801.683-5656 x 1140
Investor.ir@fatpipeinc.com