Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On July 2, 2026, FatPipe, Inc. (the "Company") entered into an At-The-Market Sales Agreement (the "Sales Agreement") with H.C. Wainwright & Co., LLC ("Wainwright") pursuant to which the Company may, from time to time, offer and sell shares (the "ATM Shares") of its common stock, no par value per share (the "Common Stock"), having aggregate gross sales proceeds of up to $10,000,000 (the "ATM Offering"), through or to Wainwright, acting as sales agent or principal, subject to the Company's current "baby shelf" limitations under General Instruction I.B.6. of Form S-3.

Subject to the terms and conditions of the Sales Agreement, Wainwright will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the ATM Shares from time to time, based upon the Company's instructions. The Company has provided Wainwright with customary indemnification and contribution rights in favor of the Agents, and Wainwright will be entitled to a commission of 3.0% of the gross proceeds from each sale of the ATM Shares pursuant to the Sales Agreement.

Sales of the ATM Shares, if any, under the Agreement will be made by any method permitted by law deemed to be "at the market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"). The Company has no obligation to sell any of the ATM Shares and may at any time suspend offers under the Sales Agreement or terminate the Sales Agreement.

This description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is attached hereto as Exhibit 1.1 and incorporated by reference herein.

The Company Common Stock to be sold under the Sales Agreement, if any, will be issued and sold pursuant to the Company's shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (the "SEC") on July 2, 2026, including the base prospectus contained therein, and a prospectus supplement dated July 2, 2026 (the "Prospectus Supplement") relating to the offer and sale of the shares pursuant to the Sales Agreement.

This Current 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 nor shall there be any sale of shares of Company Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. The legal opinion of Dentons US LLP relating to the legality of the issuance and sale of the ATM Shares pursuant to the ATM Offering is attached hereto as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Forward-Looking Statements

Matters discussed in this report may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, other than statements of historical facts. The words "believe," "anticipate," "intends," "estimate," "potential," "may," "should," "expect" "pending" and similar expressions identify forward-looking statements. The forward-looking statements in this report are based upon various assumptions. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations.