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OMB APPROVAL |
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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) October 1, 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
1.01. Entry into a Material Definitive Agreement.
On
October 1, 2026, FatPipe, Inc. (the “Company”) entered into two Business Loan Agreements with KeyBank National Association
(“KeyBank”). The first, dated as of October 1, 2026, provides for a secured revolving line of credit of up to $1.5 million
(the “Revolving Facility”). The second, dated as of September 30, 2026, provides for a secured term loan in the principal
amount of $4.5 million (the “Term Loan” and, together with the Revolving Facility, the “Credit Facilities”).
The Credit Facilities are evidenced by separate promissory notes and related security documents and guaranties (collectively, the “Loan
Documents”).
The
Company obtained the Term Loan to refinance its existing Small Business Administration loan with Fortis Bank and reduce its borrowing
costs. On October 1, 2026, approximately $4.47 million of the Term Loan proceeds were used to repay in full the outstanding balance of
the Fortis Bank loan. The Fortis Bank loan bore interest at the Prime Rate plus 1.00%, while borrowings under both Credit Facilities
bear interest at the Adjusted Daily SOFR Index, as defined in the applicable promissory note, plus 3.00%. Based on the applicable benchmark
rates at the time of refinancing, the Company expects an approximately 110 basis point reduction in its annual borrowing rate. Actual
interest savings will depend on changes in benchmark rates and outstanding principal balances. The Revolving Facility is available for
working capital, subject to the terms and conditions of the Loan Documents.
The
Term Loan matures on October 1, 2029 and requires 35 monthly principal payments of $75,000, beginning November 1, 2026, together with
monthly payments of accrued interest. All remaining principal and accrued unpaid interest are due at maturity. The Revolving Facility
matures on September 30, 2027 and requires monthly payments of accrued interest beginning November 1, 2026, with all outstanding principal
and accrued unpaid interest due at maturity. The Company may prepay either Credit Facility without penalty, subject to the nonrefundability
of loan fees and prepaid finance charges. The origination fees for the Term Loan and Revolving Facility are $22,500 and $7,500, respectively.
The
Credit Facilities are guaranteed by the Company’s wholly owned subsidiary, FatPipe Technologies, Inc., and are secured by security
interests in substantially all personal property assets of the Company and FatPipe Technologies, Inc., including intellectual property,
subject to the terms of the Loan Documents.
The
Loan Documents contain affirmative and negative covenants, including financial reporting requirements and restrictions on additional
indebtedness, liens, acquisitions, investments, asset dispositions, dividends and share repurchases. Each Business Loan Agreement requires
a ratio of Total Funded Debt to EBITDA of no greater than 2.50 to 1.00 and a Fixed Charge Coverage Ratio of 1.20 to 1.00, in each case
as defined in the applicable agreement and tested quarterly. The Loan Documents also contain events of default that, subject to applicable
cure provisions, permit KeyBank to terminate further advances and accelerate outstanding obligations. The promissory notes provide for
an additional 3.00 percentage points of interest upon default, subject to applicable law.
The
foregoing description of the Loan Documents does not purport to be complete and is qualified in its entirety by reference to the full
text of the Loan Documents filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item
1.02. Termination of a Material Definitive Agreement.
On
October 1, 2026, the Company used approximately $4.47 million of the proceeds of the Term Loan to repay in full all outstanding obligations
under its Small Business Administration loan with Fortis Bank, which bore interest at the Prime Rate plus 1.00%. Upon such repayment,
the Fortis Bank loan was terminated. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference
into this Item 1.02.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item
7.01. Regulation FD Disclosure.
On
October 7, 2026, the Company issued a press release announcing the refinancing and the establishment of the Revolving Facility. A copy
of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated
by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except
as expressly set forth by specific reference in such filing.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the expected reduction in the Company’s
borrowing costs, anticipated interest savings, future benchmark interest rates, the availability of borrowings under the Revolving Facility,
and the Company’s ability to comply with the covenants in the Loan Documents. These statements are based on management’s
current expectations and are subject to risks, uncertainties and assumptions, including changes in the Secured Overnight Financing Rate
and other benchmark rates, the Company’s future financial performance and borrowing needs, and the other risks described in the
Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q. Actual results may differ materially from those expressed or implied by such statements. Forward-looking
statements speak only as of the date of this report, and the Company undertakes no obligation to update or revise them except as required
by law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Business Loan Agreements, Promissory Notes, Commercial Security Agreements and related addenda, Agreements to Provide Insurance, and Commercial Guaranties relating to the $4.5 million term loan and $1.5 million revolving line of credit with KeyBank National Association, dated as of September 30, 2026 (term loan) and October 1, 2026 (revolving line of credit).* |
| 99.1 |
|
Press release dated October 7, 2026 (furnished herewith). |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*
Certain identifying information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
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 October
7, 2026 |
|
|
| |
|
|
| |
|
/s/
Kanishka Ragula |
| |
|
(Signature)* |
| |
Name: |
Kanishka Ragula |
| |
Title: |
Chief Financial Officer (Principal
Accounting Officer) |
*Print
name and title of the signing officer under his signature.
Exhibit 99.1
FOR
IMMEDIATE RELEASE
FatPipe
Refinances Existing Debt and Reduces Borrowing Costs
SALT
LAKE CITY, October 7, 2026 — FatPipe, Inc. (NASDAQ: FATN), a provider of enterprise networking and cybersecurity solutions,
today announced the refinancing of its existing Fortis Bank SBA loan through a $4.5 million secured term loan with KeyBank National Association.
The Company also established a $1.5 million secured revolving line of credit for working capital.
The
new term loan bears interest at adjusted daily SOFR plus 3.00%, compared with Prime Rate plus 1.00% under the previous facility. Based
on benchmark rates at the time of refinancing, this represents an approximately 110 basis point reduction in the Company’s annual
borrowing rate. Actual interest savings will vary with benchmark rates and outstanding principal balances.
The
term loan matures in October 2029. The revolving line of credit matures in September 2027 and bears interest at adjusted daily SOFR plus
3.00%.
About
FatPipe, Inc.
FatPipe,
Inc. 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 FatPipe’s website.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include
statements regarding the Company’s growth strategy, financial strategy, potential acquisitions, strategic opportunities, recurring
revenue and expectations regarding future performance. These statements are based on management’s current expectations and are
subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied
by such statements.
These
risks and uncertainties include those described in FatPipe’s filings with the U.S. Securities and Exchange Commission, including
its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of
the date of this press release, and FatPipe undertakes no obligation to update or revise such statements except as required by law.
Company
Contact
Vikrant
Ragula
V.P.
of Corp Dev and Investor Relations
FatPipe,
Inc.
+1
801.683-5656 x 1140
Investor.ir@fatpipeinc.com
