Filing Analysis

⚠️ Delisting Warning Filed Aug 25, 2026
🟠 HIGH

Fathom Holdings Inc. received a deficiency notice from Nasdaq because its common stock closed below the $1.00 minimum bid price for 30 consecutive business days. The company has a 180-day compliance period to regain compliance or face potential delisting.

🚩 Red Flags

  • Failure to maintain minimum bid price requirement ($1.00).
  • Potential for a mandatory reverse stock split to regain compliance.
  • Risk of delisting from Nasdaq Capital Market if compliance is not met by February 2027.

📋 Key Facts

  • Nasdaq notified the company on August 21, 2026, regarding a violation of Nasdaq Listing Rule 5550(a)(2) (Bid Price Rule).
  • The company's stock closed below $1.00 for the last 30 consecutive business days.
  • The initial compliance period expires on February 17, 2027.
  • To regain compliance, the stock must close at $1.00 or more for 10 consecutive business days.
  • A second 180-day compliance period may be available if the company meets other listing standards and intends to cure the deficiency via a reverse stock split.
⚠️ Delisting Warning Filed Jul 20, 2026
⚪ LOW

Fathom Holdings Inc. reports that it has returned to compliance with Nasdaq's timely filing requirements following the submission of its Form 10-Q for the period ended March 31, 2026.

🚩 Red Flags

  • History of delinquent financial reporting (failure to file Q1 2026 10-Q).

📋 Key Facts

  • Company was previously non-compliant with Nasdaq Listing Rule 5250(c)(1) due to failure to file Form 10-Q for the period ended March 31, 2026.
  • The Company filed its delinquent Form 10-Q on July 16, 2026.
  • Nasdaq notified the Company on July 17, 2026, that it is now in compliance with the Filing Requirement.
✅ Compliance Regained Filed Jul 09, 2026
⚪ LOW

Fathom Holdings Inc. has successfully regained compliance with the Nasdaq Bid Price Rule after its stock price met the minimum $1.00 requirement for 10 consecutive business days.

🚩 Red Flags

  • History of extreme price volatility/depression leading to a delisting warning earlier in the year (April 2026).

📋 Key Facts

  • Nasdaq notified the company on April 10, 2026, that it was in violation of the Bid Price Rule (Rule 5550(a)(2)).
  • The stock had closed below $1.00 for 30 consecutive business days prior to the notification.
  • As of July 6, 2026, the company confirmed the closing bid price was at least $1.00 per share for 10 consecutive business days (June 19, 2026 – July 6, 2026).
  • Nasdaq has officially considered the compliance matter closed.
📝 Material Agreement Filed Jul 06, 2026
🟡 MEDIUM

Fathom Holdings Inc. entered into an amendment to an existing Equity Purchase Agreement regarding the sale of Dagley Insurance Agency, LLC. The amendment restructures a $3 million payment into installments and includes a cancellation of 278,000 shares held by Nathan Dagley.

🚩 Red Flags

  • Restructuring of payment obligations suggests potential liquidity or cash flow management issues regarding the original purchase price.
  • The requirement for installment payments and interest penalties indicates the seller required deferred consideration.

📋 Key Facts

  • The 'Third Payment' of $3.0 million is restructured into three installments: $985,000 (already paid), $1,000,000 due July 1, 2026, and $1,015,000 due September 1, 2026.
  • Late payments on the restructured installments accrue interest at a rate of 1.50% per month.
  • Nathan Dagley agreed to cancel 278,000 shares of the Company's common stock.
  • The amendment includes mutual releases of claims between the Dagley Parties and Fathom Holdings Parties.
  • Seller Affiliates are obligated to continue introducing clients to Dagley Insurance through May 2, 2028, subject to a 'Service Standard'.
🚪 Officer Departure Filed Jun 29, 2026
🟡 MEDIUM

Fathom Holdings Inc. has finalized compensation arrangements for its interim executive leadership following the appointment of Adam Rothstein as Interim CEO and Daniel Weinmann as CFO on June 16, 2026.

🚩 Red Flags

  • Use of 'Interim' titles (CEO and CFO) often indicates recent management instability or a sudden departure of previous executives.
  • The filing confirms the appointment was made via an earlier announcement, suggesting a period of transition/uncertainty leading up to June 16.

📋 Key Facts

  • Adam Rothstein appointed as Interim CEO; salary set at $30,000 per month effective June 16, 2026.
  • Daniel Weinmann entered into an employment agreement as CFO effective June 16, 2026.
  • Weinmann's compensation includes a $300,000 annual base salary and a discretionary target bonus of up to 30% of base salary.
  • Weinmann is entitled to severance consisting of accrued salary/benefits plus six months of base salary if terminated without cause or for good reason.
📝 Material Agreement Filed Jun 17, 2026
🟠 HIGH

Fathom Holdings Inc. entered into a Merger Agreement on June 16, 2026, to be acquired by Bed Bath & Beyond, Inc. Simultaneously, the company terminated its CEO, CFO, and principal accounting officer, Marco Fregenal.

🚩 Red Flags

  • Multiple 8-K items in a single filing (Item 1.01 and Item 5.02).
  • Immediate termination of the CEO who also served as the CFO and principal accounting officer, creating a significant leadership vacuum.
  • The merger consideration is subject to an 'Equity Value Shortfall' calculation, which may reduce the final payout to shareholders.

📋 Key Facts

  • Merger Agreement signed June 16, 2026, with Bed Bath & Beyond, Inc. (Parent).
  • Consideration: 0.2236 shares of Parent common stock per share of FTHM common stock, subject to 'Equity Value Shortfall' adjustments.
  • Termination fee payable by Fathom to Parent is $2.0 million under specific conditions; expense reimbursement fee up to $1.0 million.
  • Outside date for merger consummation is December 16, 2026 (extendable to December 31, 2026).
  • Marco Fregenal was terminated as CEO, CFO, and principal accounting officer, and resigned as a director on June 16, 2026.
  • Board size reduced from six to five directors following Fregenal's departure.
🤝 Related Party Transaction Filed Jun 03, 2026
🔴 CRITICAL

Fathom Holdings entered into an amended bridge note with Bed Bath & Beyond and a waiver agreement with holders of convertible notes following a failure to file its Q1 2026 Form 10-Q. The waiver prevents immediate default but imposes punitive interest rates and is tied to a related-party transaction involving the Chairman of the Board.

🚩 Red Flags

  • Failure to file mandatory SEC reports (Q1 Form 10-Q) is a major red flag for internal controls and financial health.
  • Related-party transaction: Scott Flanders, Chairman of the Board, was a party to the Waiver agreement.
  • Punitive financing terms: 18% default interest rate indicates high risk and lack of leverage with creditors.
  • Multiple 8-K items (1.01 and 9.01) covering both new debt and default waivers.
  • Cross-default risk: The filing failure triggered defaults across multiple agreements (Notes and SPA).

📋 Key Facts

  • Amended and Restated Bridge Note with Bed Bath & Beyond, Inc. increased principal by $1,000,000, bringing total principal to $3,036,350 (including accrued interest) as of May 29, 2026.
  • Company failed to file Q1 2026 Form 10-Q, triggering an Event of Default under Senior Secured Convertible Promissory Notes and a breach of the Securities Purchase Agreement (SPA).
  • Holders granted a waiver of defaults until October 1, 2026, provided the 10-Q is filed.
  • Waiver terms include an increase in the interest rate floor from 8% to 10% and a punitive 'Default Rate' of 18% per annum until the 10-Q is filed.
  • Failure to cure the filing default by October 1, 2026, allows holders to accelerate repayment of the Notes.
⚠️ Delisting Warning Filed May 29, 2026
🟠 HIGH

Fathom Holdings Inc. received a notification from Nasdaq on May 22, 2026, stating the company is non-compliant with Listing Rule 5250(c)(1) due to the failure to file its Quarterly Report (Form 10-Q) for the period ended March 31, 2026.

🚩 Red Flags

  • Failure to file periodic financial reports is a primary indicator of internal control weaknesses or financial distress.
  • The company explicitly states there is 'no assurance' that a compliance plan will be accepted or that they will regain compliance.

📋 Key Facts

  • Notification received from Nasdaq on May 22, 2026.
  • Non-compliance is specifically due to the missing Form 10-Q for the period ended March 31, 2026.
  • The company has until July 21, 2026, to submit a plan to regain compliance.
  • If a plan is accepted, Nasdaq may grant an extension until November 11, 2026, to file the report.
  • Common stock continues to trade under the symbol 'FTHM' for now.
✅ Compliance Regained Filed Apr 16, 2026
🟠 HIGH

Fathom Holdings Inc. received a deficiency notice from Nasdaq on April 10, 2026, because its common stock failed to maintain a minimum bid price of $1.00 for 30 consecutive business days. The company has until October 7, 2026, to regain compliance with the Nasdaq Capital Market listing requirements.

🚩 Red Flags

  • The stock is trading at 'penny stock' levels (under $1.00).
  • The company explicitly mentions a reverse stock split as a potential necessity to maintain listing.

📋 Key Facts

  • Nasdaq notification received on April 10, 2026, regarding Listing Rule 5550(a)(2).
  • The common stock bid price was below $1.00 for 30 consecutive business days.
  • The initial compliance period is 180 calendar days, ending October 7, 2026.
  • Compliance requires a closing bid price of at least $1.00 for a minimum of 10 consecutive business days.
  • A second 180-day extension may be available if the company meets other listing standards and signals intent to cure, potentially via a reverse stock split.
📢 Regulation FD Disclosure Filed Mar 30, 2026
⚪ LOW

Fathom Holdings Inc. reported its financial results for the fourth quarter and full fiscal year ended December 31, 2025, via a press release on March 30, 2026.

🚩 Red Flags

  • The CEO (Marco Fregenal) is currently serving as the Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer, indicating a high concentration of control and potential lack of segregation of duties in financial reporting.

📋 Key Facts

  • The filing covers financial results for the period ending December 31, 2025.
  • The report was filed under Item 2.02 (Results of Operations and Financial Condition).
  • Marco Fregenal, the President and CEO, is also serving as the Principal Financial Officer and Principal Accounting Officer.
  • The press release was issued on March 30, 2026.
📝 Material Agreement Filed Mar 23, 2026
🟠 HIGH

Fathom Holdings Inc. entered into a $2 million subordinated secured bridge note with Bed Bath & Beyond, Inc. on March 18, 2026. The debt carries a 9% interest rate payable-in-kind (PIK) and is secured by all company assets, maturing on April 1, 2027.

🚩 Red Flags

  • Use of a 'Bridge Note' typically indicates short-term liquidity needs or a gap in financing.
  • 9% PIK interest suggests the company is prioritizing cash conservation over debt service.
  • The note is secured by 'all assets' of the company, leaving little collateral for future financing.
  • Subordination to existing 2024 debt indicates a complex and potentially over-leveraged capital structure.
  • Default interest rate of 18% is punitive.

📋 Key Facts

  • Original principal amount of $2,000,000.
  • Interest rate of 9.0% per annum, payable-in-kind (PIK) and added to principal monthly.
  • Maturity date set for April 1, 2027.
  • Note is secured by a lien on all assets of the Company and its Material Subsidiaries.
  • The debt is expressly subordinated to Senior Debt issued on September 25, 2024.
  • Default interest rate increases to 18.0% per annum.
  • Includes restrictive covenants on incurring additional debt, liens, and affiliate transactions.
🚪 Officer Departure Filed Feb 12, 2026
🟡 MEDIUM

Fathom Holdings Inc. announced a leadership transition effective February 9, 2026, involving the appointment of Laura Muller as President of Fathom Realty and the departure of Chief Operating Officer Samantha Giuggio.

🚩 Red Flags

  • Simultaneous departure of a C-suite executive (COO) and appointment of new leadership often signals internal restructuring or shifts in strategic direction.

📋 Key Facts

  • Laura Muller appointed President of Fathom Realty Holdings, LLC, effective Feb 9, 2026.
  • Muller's compensation includes a $400,000 annual base salary and potential bonuses totaling up to $170,000 (two $50k cash bonuses + $70k monthly performance bonuses).
  • An inducement RSU grant of $150,000 was awarded to Muller, vesting at the end of Q1 2027 subject to gross profit thresholds.
  • Samantha Giuggio separated from the Company as COO effective Feb 9, 2026.
  • Giuggio's severance includes nine months of base salary and accelerated equity vesting.
🏷️ Asset Disposition Filed Dec 01, 2025
🟡 MEDIUM

Fathom Holdings Inc. announced the disposal of its subsidiary, LiveBy, Inc., via a press release issued on December 1, 2025.

🚩 Red Flags

  • Asset disposition can sometimes indicate a strategic retreat or a need for immediate liquidity in micro-cap companies.

📋 Key Facts

  • The company has completed or is announcing the disposal of LiveBy, Inc.
  • The announcement was made through a press release dated December 1, 2025.
  • Fathom Holdings Inc. is an emerging growth company.
📄 Other SEC Filing Filed Nov 12, 2025
⚪ LOW

Fathom Holdings Inc. filed an 8-K to announce the holding of a conference call on November 11, 2025, regarding its financial results for the quarter ended September 30, 2025.

📋 Key Facts

  • Conference call held on November 11, 2025, to discuss Q3 2025 financial results (quarter ended Sept 30, 2025).
  • The company is an 'Emerging Growth Company' as defined by the SEC.
  • Transcript of the conference call was provided as Exhibit 99.1.
📄 Other SEC Filing Filed Nov 12, 2025
⚪ LOW

Fathom Holdings Inc. filed an 8-K to announce its financial results for the fiscal quarter ended September 30, 2025. The filing serves as a formal announcement of the earnings release issued on November 11, 2025.

📋 Key Facts

  • Report date: November 11, 2025
  • Reporting period: Quarter ended September 30, 2025
  • The filing includes a press release as Exhibit 99.1 regarding financial results.
💸 Securities Offering Filed Sep 22, 2025
🟡 MEDIUM

Fathom Holdings Inc. completed a public offering of 3,000,000 shares of common stock at $2.00 per share, managed by Roth Capital Partners, LLC. The company raised approximately $5.4 million in net proceeds to fund operations or growth.

🚩 Red Flags

  • Significant dilution for existing shareholders due to the issuance of 3 million new shares.
  • Low share price ($2.00) often associated with micro-cap volatility and potential delisting risks if it falls below $1.00 (though not explicitly stated here).

📋 Key Facts

  • Offered 3,000,000 shares of common stock at a price of $2.00 per share.
  • Underwriter (Roth Capital Partners, LLC) has a 45-day option to purchase an additional 450,000 shares.
  • Net proceeds from the offering were approximately $5.4 million (excluding over-allotment).
  • Board members and certain officers entered into 90-day lock-up agreements.
  • The offering closed on September 22, 2025.
📄 Other SEC Filing Filed Aug 21, 2025
⚪ LOW

Fathom Holdings Inc. reported the results of its 2025 Annual Meeting of Shareholders held on August 20, 2025. The meeting included the election of six directors, approval of an amendment to the 2019 Omnibus Stock Incentive Plan, and ratification of Deloitte & Touche LLP as independent auditors.

📋 Key Facts

  • Shareholders approved an amendment to the 2019 Omnibus Stock Incentive Plan, increasing the share reserve by 1,300,000 shares (from 7,360,778 to 8,660,778).
  • Six directors were elected: Marco Fregenal, Scott Flanders, David Hood, Stephen Murray, Adam Rothstein, and Jennifer Venable.
  • Deloitte & Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
  • The amendment to the stock incentive plan passed with 14,245,396 votes in favor and 304,079 against.
📄 Other SEC Filing Filed Aug 12, 2025
⚪ LOW

Fathom Holdings Inc. filed an 8-K to announce its quarterly financial results for the period ended June 30, 2025.

📋 Key Facts

  • The filing is a standard announcement of quarterly earnings (Item 2.02).
  • Reporting period: Quarter ended June 30, 2025.
  • Filing date: August 12, 2025.
  • Company is an 'Emerging Growth Company' as defined by the SEC.
✅ Compliance Regained Filed Jun 02, 2025
⚪ LOW

Fathom Holdings Inc. has regained compliance with Nasdaq's minimum bid price requirement after its stock closed at or above $1.00 for 10 consecutive business days.

🚩 Red Flags

  • Historical delisting risk (the company was previously in violation of the $1.00 minimum bid price rule).

📋 Key Facts

  • Nasdaq notified the company on May 30, 2025, that it has regained compliance with the Bid Price Rule (Rule 5550(a)(2)).
  • The compliance was achieved by maintaining a closing bid price of at least $1.00 per share for 10 consecutive business days (May 14, 2025 - May 29, 2025).
  • The previous non-compliance notice was issued on April 14, 2025.
📄 Other SEC Filing Filed May 13, 2025
⚪ LOW

Fathom Holdings Inc. filed an 8-K to announce its quarterly financial results for the period ending March 31, 2025. The filing serves as a formal announcement of the release of earnings via press release.

📋 Key Facts

  • Report date: May 13, 2025
  • Reporting period: Quarter ended March 31, 2025
  • The company is an 'Emerging Growth Company' as defined by the SEC.
  • Financial results were released via press release (Exhibit 99.1).
✅ Compliance Regained Filed Apr 18, 2025
🟠 HIGH

Fathom Holdings Inc. received a notice from Nasdaq stating the company's stock closed below $1.00 for 30 consecutive business days, violating the Bid Price Rule. The company has until October 13, 2025, to regain compliance or face potential delisting.

🚩 Red Flags

  • Delisting notice from Nasdaq
  • Potential for mandatory reverse stock split to meet listing requirements
  • Persistent low share price (below $1.00) indicating market skepticism or liquidity issues

📋 Key Facts

  • Nasdaq notified the company on April 14, 2025, of a violation of Nasdaq Listing Rule 5550(a)(2).
  • The bid price has closed below $1.00 for the last 30 consecutive business days.
  • Compliance period expires October 13, 2025.
  • To regain compliance in a second 180-day window, the company may be required to effect a reverse stock split.
🚪 Officer Departure Filed Mar 17, 2025
⚪ LOW

Fathom Holdings Inc. announced the expansion of its Board of Directors from six to seven members with the appointment of Adam Rothstein. Mr. Rothstein will serve on the Audit, Nominating and Corporate Governance, and a newly formed Strategy and Innovation Committee.

📋 Key Facts

  • Board size increased from 6 to 7 members.
  • Adam Rothstein appointed as a new director effective March 17, 2025.
  • Rothstein will serve on the Audit Committee, Nominating and Corporate Governance Committee, and the newly formed Strategy and Innovation Committee.
  • Appointment follows a previously disclosed securities purchase agreement dated March 11, 2025.
  • Compensation includes pro-rated Restricted Stock Units (RSUs) per company policy.
📄 Other SEC Filing Filed Mar 12, 2025
⚪ LOW

Fathom Holdings Inc. filed an 8-K to announce its financial results for the fiscal year and quarter ended December 31, 2024. The filing serves as a formal announcement of the release of their quarterly/annual earnings press release.

📋 Key Facts

  • Report date: March 12, 2025
  • Reporting period: Year and quarter ended December 31, 2024
  • The filing includes a press release as Exhibit 99.1 regarding financial results.
  • Company is classified as an Emerging Growth Company.
💸 Securities Offering Filed Mar 11, 2025
🟠 HIGH

Fathom Holdings Inc. entered into a securities purchase agreement to conduct a registered direct offering of 4,338,003 shares of common stock. The offering is expected to close on March 14, 2025, and will raise approximately $3.0 million in gross proceeds.

🚩 Red Flags

  • Related-party transaction: Two members of the Board of Directors are participating in the offering as purchasers.
  • Significant dilution: The issuance of over 4.3 million shares represents a substantial increase in share count for a micro-cap company.
  • Pricing at a discount/near market: Director purchase price ($0.7206) is very close to the March 10, 2025 closing bid price.

📋 Key Facts

  • Total shares to be issued: 4,338,003 shares of Common Stock.
  • Investors portion: 3,505,364 shares at $0.6847 per share.
  • Directors portion (Scott Flanders and Stephen Murray): 832,639 shares at $0.7206 per share.
  • Gross proceeds expected: Approximately $3.0 million before expenses.
  • The offering is a registered direct offering using an existing Form S-3 registration statement (effective Jan 11, 2024).
  • Expected closing date: March 14, 2025.
💸 Securities Offering Filed Mar 10, 2025
🟡 MEDIUM

Fathom Holdings Inc. has terminated its existing prospectus supplement related to a common stock sales agreement with Roth Capital Partners, LLC. While the underlying Sales Agreement remains in effect, no further shares will be sold under the current terms until a new prospectus supplement is filed.

🚩 Red Flags

  • Suspension of an active equity offering mechanism can indicate difficulty in accessing capital markets or changes in market conditions/pricing.
  • The need to file a 'new' prospectus suggests potential adjustments to share pricing, volume, or terms which may be unfavorable to existing shareholders.

📋 Key Facts

  • Notice of termination delivered to Roth Capital Partners, LLC on March 10, 2025.
  • The terminated document was the prospectus supplement dated January 23, 2025.
  • The underlying Sales Agreement dated January 23, 2025 remains in full force and effect.
  • Stock sales under this agreement are suspended until a new prospectus supplement is filed with the SEC.
🚪 Officer Departure Filed Feb 28, 2025
🟡 MEDIUM

Effective February 26, 2025, CFO Joanne Zach has separated from Fathom Holdings Inc. The CEO, Marco Fregenal, will assume the roles of principal financial officer and principal accounting officer for SEC filing purposes.

🚩 Red Flags

  • Sudden departure of the CFO/Principal Accounting Officer in a micro-cap environment can sometimes precede financial restatements or internal control issues, though no such issues are explicitly stated here.
  • CEO assuming dual roles (CEO and PFO) increases concentration of authority and oversight risk.

📋 Key Facts

  • Joanne Zach (CFO/Principal Financial Officer) departed effective February 26, 2025.
  • Marco Fregenal (CEO) is assuming the duties of Principal Financial Officer and Principal Accounting Officer.
  • The company is an 'Emerging Growth Company' as defined by the SEC.
💸 Securities Offering Filed Jan 23, 2025
🟡 MEDIUM

Fathom Holdings Inc. entered into an 'at-the-market' (ATM) sales agreement with Roth Capital Partners to offer up to $10 million in common stock. Additionally, the company announced a new Bitcoin treasury strategy and provided preliminary Q4 2024 financial results showing revenue growth but continued net losses.

🚩 Red Flags

  • Continued GAAP net losses ($7.3M–$7.4M estimated for Q4 2024).
  • Use of ATM offering suggests a need for immediate liquidity/working capital.
  • High volatility associated with the newly adopted Bitcoin treasury strategy.

📋 Key Facts

  • Entered into a Sales Agreement with Roth Capital Partners, LLC on January 23, 2025.
  • The offering is an 'at the market' (ATM) program for up to $10 million in aggregate gross proceeds.
  • Roth Capital will receive a 3.0% commission on gross proceeds.
  • Board approved a Bitcoin Treasury Strategy on January 21, 2025, to use bitcoin as a treasury reserve asset.
  • Preliminary Q4 2024 revenue estimated at $89.7M–$91.7M (up 7-10% QoQ).
  • Estimated GAAP net loss for Q4 2024 is between $7.3 million and $7.4 million.
  • Agent count increased to ~14,500 as of Dec 31, 2024 (up from ~11,700 in 2023).
  • The company expects the My Home Group acquisition to contribute >$110M in revenue for FY 2025.
📄 Other SEC Filing Filed Nov 07, 2024
⚪ LOW

Fathom Holdings Inc. filed an 8-K to announce its financial results for the quarter ended September 30, 2024. The filing serves as a formal mechanism to release the quarterly earnings press release.

📋 Key Facts

  • The company issued a press release on November 7, 2024, regarding financial results.
  • The reported period is the quarter ended September 30, 2024.
  • Fathom Holdings Inc. is an emerging growth company.
🚪 Officer Departure Filed Nov 07, 2024
⚪ LOW

Fathom Holdings Inc. announced the promotion of Joanne Zach from Senior Vice President of Finance to Chief Financial Officer, effective November 5, 2024.

🚩 Red Flags

  • None identified; this is a standard internal promotion/appointment.

📋 Key Facts

  • Joanne Zach promoted to CFO effective Nov 5, 2024.
  • Base salary set at $450,000 per year.
  • Discretionary annual bonus target up to 30% of base salary.
  • Discretionary stock grant target up to 30% of base salary.
  • Inducement RSU Grant: 100,000 shares of common stock vesting over three years in equal annual installments.
  • Severance includes six months of monthly base salary and full vesting of outstanding equity if terminated without cause or by employee for good reason.
🛒 Asset Acquisition Filed Nov 04, 2024
🟡 MEDIUM

Fathom Holdings Inc. announced the acquisition of My Home Group via a press release issued on November 4, 2024.

📋 Key Facts

  • Company acquired My Home Group.
  • Announcement made via press release dated November 4, 2024.
  • Filing includes Exhibit 99.1 containing the press release details.
💸 Securities Offering Filed Sep 27, 2024
🟠 HIGH

Fathom Holdings Inc. entered into a $5,000,000 securities purchase agreement to issue Senior Secured Convertible Promissory Notes to two accredited investors. The transaction involves significant restructuring of existing debt and includes a related-party investor.

🚩 Red Flags

  • Related-party transaction: Chairman of the Board, Scott Flanders, is one of the Investors.
  • Convertible debt structure often leads to significant dilution for existing shareholders upon conversion.
  • Liquidated damages clause: Company must pay 1.0% monthly if registration statement is not effective within 135 days.

📋 Key Facts

  • Issued $5,000,000 in Senior Secured Convertible Promissory Notes on September 25, 2024.
  • Notes maturity date is October 1, 2026.
  • Interest rate: SOFR + 4% per annum (minimum floor of 8%).
  • Conversion price set at an initial fixed price of $4.25 per share.
  • The Notes are senior to all other indebtedness except permitted debt and are secured by all existing and future assets.
  • Investors have the option to receive the first interest payment (due Oct 1, 2025) in common stock valued at $4.25/share.
📄 Other SEC Filing Filed Sep 16, 2024
🟡 MEDIUM

Fathom Holdings Inc. announced a nationwide settlement regarding claims asserted in the Burnett v. The National Association of Realtors, et al. litigation. This filing serves to communicate the resolution of significant legal proceedings via an attached press release.

🚩 Red Flags

  • Litigation settlement implies prior legal/regulatory exposure that could impact cash flow or operational practices.

📋 Key Facts

  • The company reached a nationwide settlement related to 'Burnett v. The National Association of Realtors, et al.'
  • Settlement announcement date: September 16, 2024
  • Filing includes Exhibit 99.1 (Press Release) regarding the settlement details.
📄 Other SEC Filing Filed Aug 19, 2024
⚪ LOW

Fathom Holdings Inc. reported the results of its 2024 Annual Meeting of Shareholders held on August 19, 2024. The meeting included the election of six directors and shareholder approval for an amendment to the 2019 Omnibus Stock Incentive Plan.

📋 Key Facts

  • Shareholders approved an amendment to the 2019 Omnibus Stock Incentive Plan, increasing the share reserve by 1,600,000 shares (from 5,760,778 to 7,360,778).
  • Six directors were elected for one-year terms: Marco Fregenal, Scott Flanders, Ravila Gupta, David Hood, Stephen Murray, and Jennifer Venable.
  • Shareholders ratified the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
  • The vote to amend the 2019 Plan passed with 11,865,118 votes in favor and 411,508 against.
📄 Other SEC Filing Filed Aug 12, 2024
⚪ LOW

Fathom Holdings Inc. filed an 8-K to announce its quarterly financial results for the period ending June 30, 2024. The filing serves as a formal announcement of the earnings release via press release.

📋 Key Facts

  • Reporting date: August 12, 2024
  • Period covered: Quarter ended June 30, 2024
  • The company is an 'Emerging Growth Company' as defined by the SEC.
📄 Other SEC Filing Filed May 09, 2024
⚪ LOW

Fathom Holdings Inc. filed an 8-K to announce its quarterly financial results for the period ending March 31, 2024.

📋 Key Facts

  • Report date: May 9, 2024
  • Reporting period: Quarter ended March 31, 2024
  • The filing is a standard announcement of results of operations and financial condition (Item 2.02).
  • Company is classified as an 'Emerging Growth Company'.
🏷️ Asset Disposition Filed May 09, 2024
🟡 MEDIUM

Fathom Holdings Inc. (via its subsidiary E4:9 Holdings, Inc.) has entered into an agreement to sell Dagley Insurance Agency, LLC (DIA) to D6 Holdings, LLC and Nathan Dagley for a total consideration of $15 million in cash.

🚩 Red Flags

  • Asset disposition: The company is selling a wholly-owned operating subsidiary, which may impact future revenue streams depending on the scale of DIA relative to Fathom.

📋 Key Facts

  • Transaction closed on May 3, 2024.
  • Total purchase price is $15 million in cash, subject to adjustments.
  • Payment structure: $8 million at closing, $4 million on the first anniversary, and $3 million on the second anniversary.
  • The asset being sold (DIA) is an independent insurance brokerage operating in 47 states and D.C.
  • Proceeds are intended to strengthen Fathom's financial position and support growth initiatives.
📄 Other SEC Filing Filed Mar 14, 2024
⚪ LOW

Fathom Holdings Inc. filed an 8-K to announce its financial results for the fiscal year and quarter ended December 31, 2023. The filing serves as a formal announcement of the release of their quarterly/annual earnings press release.

📋 Key Facts

  • Report date: March 14, 2024
  • Reporting period: Year and quarter ended December 31, 2023
  • The filing includes a press release as Exhibit 99.1 containing the financial results.
Disclaimer: This analysis is generated by AI and is for informational purposes only. It does not constitute financial advice, investment recommendations, or an offer to buy or sell securities. Always review the original SEC filings and consult a financial advisor before making investment decisions.

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