{"url_path":"/sec/fatn/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1993400/0001493152-26-024184-index.html","accession_number":"0001493152-26-024184","cik":"0001993400","ticker":"FATN","issuer_name":"Fatpipe Inc/UT","edgar_url":"https://www.sec.gov/Archives/edgar/data/1993400/0001493152-26-024184-index.html","primary_entity_key":"0001993400","primary_entity_name":"Fatpipe Inc/UT"},"word_count":898,"has_tables":true,"body_markdown":"**ITEM\n5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES**\n\n \n\n**Market\nfor Common Stock**\n\n \n\nOur\ncommon stock is listed on The Nasdaq Capital Market under the symbol “FATN.” Our common stock began trading on Nasdaq on\nApril 8, 2025. Prior to that date, there was no public market for our common stock.\n\n \n\n**Common\nStock Outstanding and Holders of Record**\n\n \n\nAs\nof May 18, 2026, there were approximately 117 stockholders of record holding 14,024,468 shares of our common stock. The holders of our\ncommon stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of our\ncommon stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption\nor sinking fund provisions applicable to our common stock.\n\n \n\nThe\nnumber of stockholders of record does not reflect the number of beneficial owners of our common stock whose shares are held in the names\nof various securities brokers, dealers, and registered clearing agencies.\n\n \n\n**Dividend\nPolicy**\n\n \n\nWe\nhave never declared or paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock\nin the foreseeable future. We intend to retain future earnings to fund ongoing operations and future capital requirements of our business.\nAny future determination to pay cash dividends will be at the discretion of our Board of Directors and will be dependent upon our financial\ncondition, results of operations, capital requirements and such other factors as our Board deems relevant. Our ability to pay cash dividends\nis subject to limitations imposed by applicable federal and state law, as well as the Celtic Promissory Note (as defined below).\n\n \n\nAdditionally,\nin accordance with the promissory note (the “Celtic Promissory Note”) between Celtic Bank Corporation (“Celtic”)\nand the Company in the amount of $5,000,000 entered into on January 25, 2023, with a maturity date of January 31, 2026, there are certain\nrestrictions on the Company’s ability to pay any dividends on the Company’s stock (other than dividends payable in its stock),\nprovided, that notwithstanding the foregoing, but only so long as no Event of Default (as defined in the Celtic Promissory Note) has\noccurred and is continuing or would result from the payment of dividends, if the Company is a “Subchapter S Corporation”\n(as defined in the Internal Revenue Code of 1986, as amended), the Company may pay cash dividends on its stock to its shareholders from\ntime to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their\nliabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of\ntheir ownership of shares of the Company’s stock, or purchase or retire any of the Company’s outstanding shares or alter\nor amend the Company’s capital structure.\n\n \n\n**Securities\nAuthorized for Issuance under Equity Compensation Plans**\n\n \n\nInformation\nregarding compensation plans under which equity securities may be issued is included in Item 12 of Part III of this Annual Report.\n\n \n\n**Use\nof Proceeds from Initial Public Offering**\n\n \n\nOn\nApril 7, 2025, we entered into an Underwriting Agreement with D. Boral Capital LLC, as representative of the underwriters, pursuant to\nwhich the Company agreed to sell to the underwriters, in a firm commitment initial public offering, an aggregate of 695,656 shares of\nthe Company’s common stock, no par value per share, at an initial public offering price of $5.75 per share. The Common Stock was\noffered pursuant to a registration statement on Form S-1, as amended (File No. 333-280925), declared effective by the SEC on February\n12, 2025, and a post-effective amendment thereto declared effective on March 17, 2025.\n\n \n\nOn\nApril 9, 2025, we closed the Offering and, including partial exercise of the underwriters’ over-allotment option, issued and sold\nan aggregate of 800,004 shares of common stock. Gross proceeds were approximately $4,600,023, and net proceeds, after deducting underwriting\ndiscounts and offering expenses, were approximately $3,935,522.\n\n \n\nFrom\nthe closing of the Offering through May 18, 2026, we have used the net proceeds for general working capital purposes consistent with\nthe use-of-proceeds disclosure in our final prospectus dated April 7, 2025. There has been no material change in the planned use of proceeds\ndescribed in our final prospectus.\n\n \n\n**Recent\nSales of Unregistered Securities**\n\n \n\nDuring\nthe fiscal year ended March 31, 2026, the Company issued an aggregate of 198,000 shares of common stock to consultants and employees\nas consideration for cash and services rendered. The aggregate fair value of the shares, determined based on the market price of the\nCompany’s common stock on the date of issuance, totaled $853,220, of which $83,000 was received in cash. The Company recognized\ntotal stock-based compensation expense of $770,220 in connection with these issuances and stock options exercised by directors and officers\nduring the fourth quarter of the fiscal year, which was recorded within general and administrative expenses. These issuances were made\nin reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, or Rule 701 promulgated thereunder, as transactions by an issuer\nnot involving a public offering or pursuant to compensatory benefit plans approved by the Company’s Board of Directors.\n\n \n\n**Issuer\nPurchases of Equity Securities**\n\n \n\nWe\ndid not purchase any of our equity securities during the fiscal year ended March 31, 2026."}