As
filed with the U.S. Securities and Exchange Commission on July 21, 2025
Registration
No. 333-[_____]
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
| FATPIPE,
INC. |
| (Exact
name of registrant as specified in its charter) |
| Utah |
|
27-1113325 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
Ragula
Bhaskar
Sanchaita
Datta
FatPipe,
Inc.
392
East Winchester Street, Fifth Floor
Salt
Lake City, Utah 84107
(801)
281-3434
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive office)
FatPipe,
Inc.
2024
Equity Incentive Plan
(Full
title of the plan)
Tel:
(801) 281-3434
(Telephone
number, including area code, of agent for service)
Copies
to:
Darrin
M. Ocasio, Esq.
Sichenzia
Ross Ference Carmel LLP
1185
Avenue of the Americas, 31st Floor
New
York, NY 10036
Telephone:
(212) 930-9700
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| 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 7(a)(2)(B) of the Securities Act ☐
EXPLANATORY
NOTE
This
registration statement on Form S-8 (the “Registration Statement”) relates to an additional 475,000 shares of common stock,
no par value per share of FatPipe, Inc. (the “Registrant,” the “Company,” “we,” “us”
or “our”), which are issuable pursuant to awards that may be granted under our Equity Incentive Plan, as amended (the “Plan”).
There may be additional shares that will become reserved for issuance as a result of the operation of the “evergreen” provision
in the Plan. Under the Plan, a total of 2,600,000 shares of common stock have been reserved for issuance upon the grant of awards and
exercise of options to directors, officers, employees and consultants of the Company and of the Company’s affiliates, subject to
increase under the “evergreen” provision in the plan. Pursuant to General Instruction E to Form S-8, the contents of the
Registrant’s Prior Registration Statements are incorporated herein by reference except to the extent supplemented, amended or superseded
by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration
statement are presented herein. Only those items of Form S-8 containing new information not contained in the Prior Registration Statements
are presented herein.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information
The
documents containing the information specified in Part I, and the Note to Part I of Form S-8 will be delivered to each of the participants
in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), but these documents and
the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement,
taken together, constitute a Prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item
2. Registrant Information and Employee Plan Annual Information.
Upon
written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus) and other documents required to be delivered to eligible employers, non-employee
directors and consultants pursuant to Rule 428(b) are available without charge by contacting: Ragula Bhaskar, Chief Executive Officer
of FatPipe, Inc., 392 East Winchester Street, Fifth Floor, Salt Lake City, Utah 84107 at (844) 203-6092.
Investment
in our ordinary shares involves a high degree of risk. See “Risk Factors” contained in this prospectus, in our periodic reports
filed from time to time with the Securities and Exchange Commission (the “SEC”), which are incorporated by reference in this
prospectus, and in any applicable prospectus supplement. You should carefully read this prospectus and the documents we incorporate by
reference, before you invest in our ordinary shares.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy
of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this Prospectus is July 21, 2025.
TABLE
OF CONTENTS
| |
Page |
| Special Note Regarding Forward-Looking Statements |
4 |
| Risk Factors |
5 |
| Legal Matters |
5 |
| Experts |
5 |
| Incorporation of Documents by Reference |
6 |
| Disclosure of Commission Position on Indemnification for Securities Act Liabilities |
7 |
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and any prospectus supplement contains forward-looking statements, about our expectations, beliefs or intentions regarding,
among other things, our product development efforts, business, financial condition, results of operations, strategies or prospects. In
addition, from time to time, our representatives have made or may make forward-looking statements, orally or in writing. Forward-looking
statements can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,”
“plan,” “may,” “should” or “anticipate” or their negatives or other variations of these
words or other comparable words or by the fact that these statements do not relate strictly to historical or current matters. These forward-looking
statements may be included in, but are not limited to, various filings made by us with the SEC, press releases or oral statements made
by or with the approval of one of our authorized executive officers. Forward-looking statements relate to anticipated or expected events,
activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred,
these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any
future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ
materially from the activities and results anticipated in forward-looking statements, including, but not limited to, the factors summarized
below.
This
prospectus identifies important factors which could cause our actual results to differ materially from those indicated by the forward-looking
statements, particularly those set forth under the heading “Risk Factors,” beginning on page 5 of this prospectus. The risk
factors included in this prospectus are not necessarily all of the important factors that could cause actual results to differ materially
from those expressed in any of our forward-looking statements. Given these uncertainties, you are cautioned not to place undue reliance
on such forward-looking statements.
All
forward-looking statements attributable to us or persons acting on our behalf speak only as of the date of this prospectus and are expressly
qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligations to update or revise
forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated
events. In evaluating forward-looking statements, you should consider these risks and uncertainties.
RISK
FACTORS
An
investment in our shares of Common Stock involves risks. Prior to making a decision about investing in our Common Stock, you should consider
carefully all of the information contained or incorporated by reference in this prospectus, including any risks in the section entitled
“Risk Factors” contained in any supplements to this prospectus and in our registration statement on Form S-1 (Registration
No. 333-280925) filed on July 19, 2024, as amended, which went effective on February 12, 2025, and in our subsequent filings with the
SEC. Each of the referenced risks and uncertainties could adversely affect our business, operating results and financial condition, as
well as adversely affect the value of an investment in our securities. Additional risks not known to us or that we believe are immaterial
may also adversely affect our business, operating results and financial condition and the value of an investment in our securities.
LEGAL
MATTERS
The
validity of the securities offered by this prospectus will be passed upon by Sichenzia Ross Ference Carmel LLP, New York, New York.
EXPERTS
The
audited consolidated financial statements of the Company and its subsidiaries, as of and for the fiscal years ended March 31, 2024 and
2023 included in this prospectus have been so included in reliance upon the report of Suri & Co., independent registered public accountants
with registration #6727 with the PCAOB Board, upon the authority of said firm as experts in accounting and auditing and with the authority
to audit, bestowed upon them by the PCAOB Board.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the documents we file with, or furnish to, it, which means
that we can disclose important information to you by referring you to these documents. The information that we incorporate by reference
into this prospectus forms a part of this prospectus, and information that we file later with the SEC automatically updates and supersedes
any information in this prospectus. We incorporate by reference into this prospectus the documents listed below:
| |
● |
our
Annual report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on June 30, 2025; |
| |
|
|
| |
● |
our
current reports on Form 8-K, furnished to the SEC on April 11, 2025 and April 29, 2025; |
| |
|
|
| |
● |
the
description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on March 5, 2025, and any
amendment or report filed for the purpose of updating such description; |
| |
|
|
| |
● |
any
future annual reports on Form 10-K filed with the SEC after the date of this prospectus and prior to the termination of the offering
of the securities offered by this prospectus; and |
| |
|
|
| |
● |
any
future reports on Form 8-K that we furnish to the SEC after the date of this prospectus that are identified in such reports as being
incorporated by reference into the registration statement of which this prospectus forms a part. |
Our
March 31, 2025, Annual Report contains a description of our business primarily and audited consolidated financial statements with reports
by our independent auditors. The consolidated financial statements are prepared and presented in accordance with U.S. GAAP.
Any
reports filed by us with the SEC after the date of this prospectus and before the date that the offering of securities by means of this
prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated
by reference in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine
if any of the statements in this prospectus or in any documents incorporated by reference have been modified or superseded. Unless expressly
incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed
with, the SEC.
We
will provide without charge to any person (including any beneficial owner) to whom this prospectus is delivered, upon oral or written
request, a copy of any document incorporated by reference in this prospectus but not delivered with the prospectus (except for exhibits
to those documents unless a documents states that one of its exhibits is incorporated into the document itself). Such request should
be directed to: Ragula Bhaskar, Chief Executive Officer of FatPipe, Inc., 392 East Winchester Street, Fifth Floor, Salt Lake City,
Utah 84107 at (844) 203-6092.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
FOR
SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
registrant, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable.
WHERE
YOU CAN FIND MORE INFORMATION
As
permitted by SEC rules, this prospectus omits certain information and exhibits that are included in the registration statement of which
this prospectus forms a part. Since this prospectus may not contain all of the information that you may find important, you should review
the full text of these documents. If we have filed a contract, agreement, or other document as an exhibit to the registration statement
of which this prospectus forms a part, you should read the exhibit for a more complete understanding of the document or matter involved.
Each statement in this prospectus, including statements incorporated by reference as discussed above, regarding a contract, agreement,
or other document is qualified in its entirety by reference to the actual document.
We
file reports, proxy statements and other information with the SEC. The SEC maintains an internet site that contains reports, proxy and
information statements and other information regarding FatPipe, Inc. and other issuers that file electronically with the SEC. The address
of the SEC internet site is www.sec.gov. In addition, we make available on or through our Internet site copies of these
reports as soon as reasonably practicable after we electronically file or furnish them to the SEC. Our Internet site can be found at
www.fatpipe.com.
PART
II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
SEC allows us to “incorporate by reference” into this prospectus the documents we file with, or furnish to, it, which means
that we can disclose important information to you by referring you to these documents. The information that we incorporate by reference
into this prospectus forms a part of this prospectus, and information that we file later with the SEC automatically updates and supersedes
any information in this prospectus. We incorporate by reference into this prospectus the documents listed below:
| |
● |
our
Annual report on Form 10-K for the fiscal year ended March 31, 2025, filed with the SEC on June 30, 2025; |
| |
|
|
| |
● |
our
current reports on Form 8-K, furnished to the SEC on April 11, 2025 and April 29, 2025; |
| |
|
|
| |
● |
the
description of our common stock contained in our registration statement on Form 8-A, filed with the SEC on March 5, 2025, and any
amendment or report filed for the purpose of updating such description; |
| |
|
|
| |
● |
any
future annual reports on Form 10-K filed with the SEC after the date of this prospectus and prior to the termination of the offering
of the securities offered by this prospectus; and |
| |
|
|
| |
● |
any
future reports on Form 8-K that we furnish to the SEC after the date of this prospectus that are identified in such reports as being
incorporated by reference into the registration statement of which this prospectus forms a part. |
Our
March 31, 2025, Annual Report contains a description of our business primarily and audited consolidated financial statements with reports
by our independent auditors. The consolidated financial statements are prepared and presented in accordance with U.S. GAAP.
Any
reports filed by us with the SEC after the date of this prospectus and before the date that the offering of securities by means of this
prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated
by reference in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine
if any of the statements in this prospectus or in any documents incorporated by reference have been modified or superseded. Unless expressly
incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed
with, the SEC.
We
will provide without charge to any person (including any beneficial owner) to whom this prospectus is delivered, upon oral or written
request, a copy of any document incorporated by reference in this prospectus but not delivered with the prospectus (except for exhibits
to those documents unless a documents states that one of its exhibits is incorporated into the document itself). Such request should
be directed to: Ragula Bhaskar, Chief Executive Officer of FatPipe, Inc., 392 East Winchester Street, Fifth Floor, Salt Lake City,
Utah 84107 at (844) 203-6092.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
The
Registrant is subject to the provisions of the Utah Revised Business Corporation Act (the “Revised Act”). Section 16-10a-902
(“Section 902”) of the Revised Act provides that a corporation may indemnify any individual who was, is, or is threatened
to be made a named defendant or respondent (a “Party”) in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative and whether formal or informal (a “Proceeding”), because he is or
was a director of the corporation or is or was serving at its request as a director, officer, partner, trustee, employee, fiduciary or
agent of another corporation or other person or of an employee benefit plan against any obligation incurred with respect to a Proceeding,
including any judgment, settlement, penalty, fine or reasonable expenses (including attorneys’ fees), incurred in the Proceeding
if his conduct was in good faith, he reasonably believed that his conduct was in, or not opposed to, the best interests of the corporation,
and, in the case of any criminal Proceeding, he had no reasonable cause to believe his conduct was unlawful; except that (i) indemnification
under Section 902 in connection with a Proceeding by or in the right of the corporation is limited to payment of reasonable expenses
(including attorneys’ fees) incurred in connection with the Proceeding and (ii) the corporation may not indemnify a director in
connection with a Proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation, or in
connection with any other Proceeding charging that the director derived an improper personal benefit, whether or not involving action
in his official capacity, in which Proceeding he was adjudged liable on the basis that he derived an improper personal benefit.
Section
16-10a-903 (“Section 903”) of the Revised Act provides that, unless limited by its articles of incorporation, a corporation
shall indemnify a director who was successful, on the merits or otherwise, in the defense of any Proceeding, or in the defense of any
claim, issue or matter in the proceeding, to which he was a Party because he is or was a director of the corporation, against reasonable
expenses (including attorneys’ fees) incurred by him in connection with the Proceeding or claim with respect to which he has been
successful.
In
addition to the indemnification provided by Sections 902 and 903, Section 16-10a-905 (“Section 905”) of the Revised Act provides
that, unless otherwise limited by a corporation’s articles of incorporation, a director may apply for indemnification to the court
conducting the Proceeding or to another court of competent jurisdiction. On receipt of an application and after giving any notice the
court considers necessary, (i) the court may order mandatory indemnification under Section 903, in which case the court shall also order
the corporation to pay the director’s reasonable expenses to obtain court-ordered indemnification, or (ii) upon the court’s
determination that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances and regardless
of whether the director met the applicable standard of conduct set forth in Section 902, the court may order indemnification as the court
determines to be proper, except that indemnification with respect to certain Proceedings resulting in a director being found liable for
certain actions against the corporation may be limited to reasonable expenses (including attorneys’ fees) incurred by the director.
The
Revised Act provides that a corporation may pay for or reimburse the reasonable expenses (including attorneys’ fees) incurred by
a director who is a Party to a Proceeding in advance of the final disposition of the Proceeding if (i) the director furnishes the corporation
a written affirmation of his good faith belief that he has met the applicable standard of conduct described in Section 902, (ii) the
director furnishes to the corporation a written undertaking, executed personally or in his behalf, to repay the advance if it is ultimately
determined that he did not
meet
the required standard of conduct, and (iii) a determination is made that the facts then known to those making the determination would
not preclude indemnification under Section 904.
Unless
a corporation’s articles of incorporation provide otherwise, (i) an officer of the corporation is entitled to mandatory indemnification
and is entitled to apply for court ordered indemnification, in each case to the same extent as a director, (ii) the corporation may indemnify
and advance expenses to an officer, employee, fiduciary or agent of the corporation to the same extent as a director, and (iii) a corporation
may also indemnify and advance expenses to an officer, employee, fiduciary or agent who is not a director to a greater extent than the
right of indemnification granted to directors, if not inconsistent with public policy, and if provided for by its articles of incorporation,
bylaws, general or specific action of its board of directors or contract.
The
Registrant’s bylaws provide for indemnification of its officers and directors to the fullest extent permitted under Utah law with
respect to any claims, costs, losses, judgments and amounts paid in settlement resulting from actions against such officers and directors
in their capacities as such, except in connection with claims or liability arising out of the director or officer’s own negligence
or willful misconduct. The Registrant maintains insurance from commercial carriers against certain liabilities which may be incurred
by its directors and officers. The registrant has also entered into separate indemnification agreements with each of its directors and
executive officers.
Item
7. Exemption From Registration Claimed.
The
grant of our securities were issued as compensation awards or as enticement or incentive awards. These grants were exempt from registration
pursuant to Section 4(2) of the Securities Act
Item
8. Exhibits
The
following exhibits are filed as part of this registration statement:
| Exhibit
Number |
|
Description
of Document |
| 5.1* |
|
Legal Opinion of Dentons US LLP |
| 10.1* |
|
FatPipe, Inc. 2024 Equity Incentive Plan. |
| 23.1* |
|
Consent of Suri & Co. |
| 24.1* |
|
Power of Attorney of the directors of the Registrant (contained in the signature pages hereto). |
| 107* |
|
Filing Fee Table. |
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Murray, Utah, on the 21st of July, 2025.
| |
FATPIPE,
INC. |
| |
|
|
| |
By: |
/s/
Ragula Bhaskar |
| |
|
Ragula
Bhaskar |
| |
|
Chief
Executive Officer and Chairman
(Principal Executive Officer) |
Power
of Attorney
Each
person whose signature appears below constitutes and appoints each of Ragula Bhaskar as attorneys-in-fact with full power of substitution,
for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney
and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the “Securities
Act”), and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder, in connection with the
registration under the Securities Act of ordinary shares of the registrant (the “Shares”), including, without limitation,
the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on
Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission with respect to such Shares,
to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after
the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities
Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments
thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned
hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.
| Name |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Ragula Bhaskar |
|
Chief
Executive Officer and Chairman |
|
July
21, 2025 |
| Ragula
Bhaskar |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Sanchaita Datta |
|
Co-Founder,
President, Chief Technical Officer and Director |
|
July
21, 2025 |
| Sanchaita
Datta |
|
|
|
|
| |
|
|
|
|
| /s/
Eric Sherb |
|
Chief
Financial Officer (Principal Accounting Officer) |
|
July
21, 2025 |
| Eric
Sherb |
|
|
|
|
| |
|
|
|
|
| /s/
I. Bobby Majumder |
|
Director |
|
July
21, 2025 |
| Bobby
Majumder |
|
|
|
|
| |
|
|
|
|
| /s/
Ajay Tandon |
|
Director |
|
July
21, 2025 |
| Ajay
Tandon |
|
|
|
|
| |
|
|
|
|
| /s/
Jean Turgeon |
|
Director |
|
July
21, 2025 |
| Jean
Turgeon |
|
|
|
|
