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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported)
FATPIPE, INC.
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code
(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 | ||
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 2.02 Results of Operations and Financial Condition.
On April 30, 2026, FatPipe, Inc. issued a press release providing preliminary guidance for its fourth quarter ended March 31, 2026, as well as certain business updates and information regarding the Company’s upcoming earnings release and conference call. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The preliminary financial results included in the press release are based on currently available information and management’s initial review and are subject to the completion of the Company’s financial closing procedures and audit. Actual results may differ materially from the preliminary results provided.
This information is intended to be furnished under Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Preliminary Fourth Quarter Fiscal 2026 Results | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 of 2 |
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 April 30, 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 2 |
Exhibit 99.1
FatPipe, Inc. Provides Preliminary Fourth Quarter Fiscal 2026 Results and Business Update; Schedules Earnings Release for May 18th, 2026
SALT
LAKE CITY, UT / PRNewswire / April
FatPipe,
Inc. (NASDAQ: FATN), a pioneer and multiple patents holder in enterprise-class software-defined wide area networking and cybersecurity
solutions, today provided preliminary financial results for its fiscal
Preliminary Financial Highlights
Based on currently available information, FatPipe expects for the fourth quarter of fiscal 2026:
| ● | ||
| ● |
The
Company’s preliminary results reflect continued
These unaudited preliminary results are based on management’s initial review and are subject to the completion of the Company’s financial closing procedures and audit.
A reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure will be provided with the Company’s full financial results. Adjusted EBITDA should not be considered in isolation or as a substitute for GAAP measures.
Upcoming Earnings Release and Conference Call
FatPipe plans to release its full fiscal year 2026 financial results on May 18, 2026, after market close.
Management will host a conference call and webcast to discuss the results:
| ● | Date: May 18, 2026 | |
| ● | Time: 4:15 PM to 4:45 PM ET | |
| ● | Format: Investor Webinar | |
| ● | Registration Link: https://events.teams.microsoft.com/event/36b2db48-b620-4895-ade5-94296ccee6f2@51ec01b9-4755-406d-a5cf-be0d14b56e66 |
Safe Harbor Statement
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the Company’s expected financial results, anticipated revenue, margins, profitability, cash position, growth prospects, business strategy, market opportunity, product development, customer demand, sales pipeline, channel expansion, and the timing and results of the Company’s fiscal year 2026 financial close and audit.
These forward-looking statements are based on the Company’s current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management, and are not guarantees of future performance. Words such as “expects,” “anticipates,” “believes,” “intends,” “plans,” “estimates,” “projects,” “may,” “will,” “should,” “could,” “continues,” and similar expressions are intended to identify such forward-looking statements.
Actual results may differ materially from those expressed or implied by these forward-looking statements as a result of various risks and uncertainties, including, but not limited to:
| ● | the completion of the Company’s financial closing procedures and audit, and the possibility of adjustments to the preliminary financial results presented herein; | |
| ● | the Company’s ability to accurately forecast demand and convert its sales pipeline into revenue; | |
| ● | variability in customer purchasing cycles, including delays or reductions in spending by enterprise, service provider, or public sector customers; | |
| ● | risks related to the Company’s channel and distribution strategy, including dependence on third-party partners; | |
| ● | competition in the markets for software-defined networking, SASE, and cybersecurity solutions, including from larger and more established companies; | |
| ● | the Company’s ability to successfully develop, introduce, and gain market acceptance for new products and enhancements, including its integrated networking and security offerings; | |
| ● | risks related to cybersecurity threats, network disruptions, or failures in the Company’s products or services; |
| ● | general economic, industry, and market conditions, including inflationary pressures, interest rate changes, and geopolitical uncertainty; | |
| ● | the impact of regulatory requirements applicable to public companies and the Company’s ability to maintain effective internal controls over financial reporting; and | |
| ● | other risks and uncertainties described in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. |
The preliminary financial information presented in this press release is based on management’s initial review of operations for the period and remains subject to the completion of normal quarter- and year-end accounting procedures, including the audit by the Company’s independent registered public accounting firm. Accordingly, actual reported results may differ materially from the preliminary results presented herein. Investors are cautioned not to place undue reliance on these preliminary financial results.
Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
About FatPipe, Inc.
FatPipe 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 www.fatpipeinc.com.
Follow us on X @FatPipe_Inc.
Company Contact
+1 801.683-5656 x 1140
Investor.ir@fatpipeinc.com
Cover |
Apr. 30, 2026 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Apr. 30, 2026 |
| Entity File Number | 001-42546 |
| Entity Registrant Name | Fatpipe Inc/UT |
| Entity Central Index Key | 0001993400 |
| Entity Tax Identification Number | 27-1113325 |
| Entity Incorporation, State or Country Code | UT |
| Entity Address, Address Line One | 392 East Winchester Street |
| Entity Address, Address Line Two | Fifth Floor |
| Entity Address, City or Town | Salt Lake City |
| Entity Address, State or Province | UT |
| Entity Address, Postal Zip Code | 84107 |
| City Area Code | (844) |
| Local Phone Number | 203-6092 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, no par value |
| Trading Symbol | FATN |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |