{"url_path":"/sec/fatn/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1993400/0001493152-26-031970-index.html","accession_number":"0001493152-26-031970","cik":"0001993400","ticker":"FATN","issuer_name":"Fatpipe Inc/UT","edgar_url":"https://www.sec.gov/Archives/edgar/data/1993400/0001493152-26-031970-index.html","primary_entity_key":"0001993400","primary_entity_name":"Fatpipe Inc/UT"},"word_count":582,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\nOn\nJuly 2, 2026, FatPipe, Inc. (the “Company”) entered into an At-The-Market Sales Agreement (the “Sales Agreement”)\nwith H.C. Wainwright & Co., LLC (“Wainwright”) pursuant to which the Company may, from time to time, offer and sell shares\n(the “ATM Shares”) of its common stock, no par value per share (the “Common Stock”), having aggregate gross sales\nproceeds of up to $10,000,000 (the “ATM Offering”), through or to Wainwright, acting as sales agent or principal, subject\nto the Company’s current “baby shelf” limitations under General Instruction I.B.6. of Form S-3.\n\n \n\nSubject\nto the terms and conditions of the Sales Agreement, Wainwright will use its commercially reasonable efforts consistent with its normal\ntrading and sales practices to sell the ATM Shares from time to time, based upon the Company’s instructions. The Company has provided\nWainwright with customary indemnification and contribution rights in favor of the Agents, and Wainwright will be entitled to a commission\nof 3.0% of the gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement.\n\n \n\nSales\nof the ATM Shares, if any, under the Agreement will be made by any method permitted by law deemed to be “at the market offerings”\nas defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Company has no obligation\nto sell any of the ATM Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.\n\n \n\nThis\ndescription of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement,\nwhich is attached hereto as Exhibit 1.1 and incorporated by reference herein.\n\n \n\nThe\nCompany Common Stock to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company’s shelf registration\nstatement on Form S-3, which was filed with the Securities and Exchange Commission (the “SEC”) on July 2, 2026, including\nthe base prospectus contained therein, and a prospectus supplement dated July 2, 2026 (the “Prospectus Supplement”) relating\nto the offer and sale of the shares pursuant to the Sales Agreement.\n\n \n\nThis\nCurrent Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Company Common Stock\nnor shall there be any sale of shares of Company Common Stock in any state or jurisdiction in which such offer, solicitation or sale\nwould be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal\nopinion of Dentons US LLP relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM Offering is attached\nhereto as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.\n\n \n\n**Forward-Looking\nStatements**\n\n \n\nMatters\ndiscussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives,\ngoals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical\nfacts. The words “believe,” “anticipate,” “intends,” “estimate,” “potential,”\n“may,” “should,” “expect” “pending” and similar expressions identify forward-looking\nstatements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions\nwere reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are\ndifficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations."}