FatPipe CEO Explains Shelf Registration and ATM Plan

FatPipe, Inc. furnished a Regulation FD disclosure in which its Chief Executive Officer shared a letter to shareholders about the company’s recently filed Form S-3 registration statement and related at-the-market offering program.

Rhea-AI Filing Summary

FatPipe, Inc. furnished a Regulation FD disclosure in which its Chief Executive Officer shared a letter to shareholders about the company’s recently filed Form S-3 registration statement and related at-the-market offering program. The letter explains that the registration statement is intended to provide flexibility to access capital in the future if needed.

The CEO states that any potential capital raised could support potential accretive acquisitions that complement the business or working capital to deploy large customer orders. He emphasizes that FatPipe has not issued or sold any shares or raised capital under the at-the-market program to date, and that any future use would depend on capital needs, market conditions, strategic opportunities, and the interests of shareholders. Management reaffirms its focus on executing the business strategy, expanding customer and partner relationships, delivering networking and cybersecurity solutions, and creating long-term shareholder value.

Filing Explained

Up to $10 million of the registered capacity is an ATM equity facility; no sales have occurred, so dilution remains contingent.

The effective shelf registration is for up to $20,000,000 of securities, and its prospectus supplement establishes an ATM facility for up to $10,000,000 of common stock.

This is registered capacity, not a completed sale; the filing says no shares have been issued or sold through the ATM to date. If common stock is later sold, the added shares would increase total shares and reduce an existing holder’s percentage ownership absent offsetting changes.

The ATM would permit gradual sales into the open market at prevailing prices rather than a single priced deal, while the shelf can support future registered offerings.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Event date: July 22, 2026 Press release date: July 23, 2026 Commission File Number: 001-42546 +1 more

4 metrics

Event date July 22, 2026 Date FatPipe is described as issuing a press release with the CEO letter

Press release date July 23, 2026 Date of the Exhibit 99.1 press release from FatPipe

Commission File Number 001-42546 Exchange Act registration file number for FatPipe, Inc.

Company telephone (844) 203-6092 Registrant’s telephone number listed for FatPipe’s principal executive offices

Key Terms

Form S-3 registration statement, at-the-market (ATM) program, Regulation FD Disclosure, forward-looking statements

4 terms

Form S-3 registration statement regulatory

"regarding FatPipe’s recently filed Form S-3 registration statement"

Form S-3 registration statement is a short-form filing with the U.S. Securities and Exchange Commission that lets companies already reporting to the regulator register new securities for sale using streamlined disclosure instead of a full prospectus. It matters to investors because it allows a company to raise capital more quickly and with less paperwork—like having a pre-approved menu to order from when cash is needed—which can affect share dilution, trading liquidity, and market perception of the firm's financial flexibility.

at-the-market (ATM) program financial

"nor sold any shares or raised capital under the at-the-market (“ATM”) program"

An at-the-market (ATM) program is a way for a company to sell newly issued shares directly into the open market at the current trading price over time, rather than all at once. For investors it matters because it provides a flexible, ongoing source of capital but can dilute existing ownership and put steady selling pressure on a stock’s price—similar to a store quietly adding more items for sale at the posted price.

Regulation FD Disclosure regulatory

"Item 7.01 Regulation FD Disclosure On July 22, 2026"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did FatPipe Inc. (FATN) communicate about its Form S-3 registration?

FatPipe Inc. stated that its recently filed Form S-3 registration statement is intended to give the company flexibility to access capital in the future, potentially to support accretive acquisitions or working capital for deploying large customer orders.

Has FatPipe Inc. (FATN) sold any shares under its at-the-market program?

No. The CEO’s letter specifies that FatPipe has not issued or sold any shares and has not raised capital under the at-the-market (ATM) program to date, emphasizing that any use would be carefully evaluated before proceeding.

For what potential purposes might FatPipe Inc. (FATN) use capital raised under the S-3 and ATM?

The letter notes that any capital accessed could support potential accretive acquisitions that complement FatPipe’s business or provide working capital needed to deploy large customer orders, subject to market conditions and overall shareholder interests.

How does FatPipe Inc. (FATN) describe management’s alignment with shareholders?

The CEO explains that any decision to use the ATM or share placement would consider the best interests of shareholders, and notes that management is itself a significant holder, underscoring alignment with other investors’ outcomes.

What ongoing priorities did FatPipe Inc. (FATN) highlight in the CEO’s letter?

Management highlighted a continued focus on executing its business strategy, expanding customer and partner relationships, delivering innovative networking and cybersecurity solutions, and creating long-term shareholder value alongside maintaining capital-raising flexibility.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/23/2026 - 11:23 AM EDT Learn about SEC filing dates

false 0001993400 0001993400 2026-07-23 2026-07-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

		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) July 23, 2026

 Fatpipe Inc/UT

FATPIPE, INC.

(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 7.01 Regulation FD Disclosure

On July 22, 2026, FatPipe, Inc. issued a press release containing a letter from its Chief Executive Officer providing additional context regarding the Company’s recently filed Form S-3 registration statement and at-the-market offering program. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor incorporated by reference into any filing under the Securities Act or Exchange Act, except as expressly stated therein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated July 23, 2026

2 of 3

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 July 23, 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.

3 of 3

Exhibit 99.1

FatPipe CEO Publishes Letter to Shareholders Regarding its S-3 Filing

SALT LAKE CITY, UT / ACCESS Newswire / July 23, 2026 / FatPipe, Inc. (NASDAQ: FATN) (“FatPipe” or the “Company”), a pioneer in enterprise-class software-defined wide area networking (“SD-WAN”) and single-stack cybersecurity solutions, today published the following letter from its Chief Executive Officer, Dr. Ragula Bhaskar.

Dear Fellow Shareholders,

We have received shareholder questions regarding FatPipe’s recently filed Form S-3 registration statement and would like to provide additional context.

The registration statement gives FatPipe the flexibility to access capital in the future if needed to support potential accretive acquisitions that complement our business or working capital needed to deploy large customer orders. Establishing this flexibility allows the Company to expeditiously act on any opportunity that adds accretive value to the Company and its shareholders. Management believes that is a very good thing; and it allows us to quickly move on very accretive acquisitions or large customer orders that would increase shareholder value.

To date, FatPipe has not issued nor sold any shares or raised capital under the at-the-market (“ATM”) program, and our intention will always be to increase shareholder value. Any decision to utilize the ATM or share placement would be made after considering the Company’s capital needs, market conditions, strategic and accretive opportunities, and the best interests of our shareholders, of which management is a significant holder.

Our management team remains focused on executing our business strategy, expanding customer and partner relationships, delivering innovative networking and cybersecurity solutions, and creating long-term shareholder value.

Thank you for your continued confidence and support.

Sincerely,

Dr. Ragula Bhaskar

Chief Executive Officer

FatPipe, Inc. (NASDAQ: FATN)

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially from those described. Additional information regarding these risks is contained in FatPipe’s filings with the U.S. Securities and Exchange Commission. Except as required by law, FatPipe undertakes no obligation to update any forward-looking statements.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 8.1 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB