Fathom Holdings Inc. Files 8-K: Material Agreements & Equity Sales

TL;DR

Fathom Holdings inked a new deal, took on debt, and sold stock on Sept 25th. Big changes ahead.

AI Summary

Fathom Holdings Inc. entered into a material definitive agreement on September 25, 2024, related to a direct financial obligation. The company also reported unregistered sales of equity securities and material modifications to the rights of its security holders. Specific details regarding the agreement, financial obligations, and equity sales were not fully disclosed in this initial filing.

Why It Matters

This filing indicates significant corporate actions by Fathom Holdings, including new financial obligations and equity transactions, which could impact its financial structure and shareholder rights.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, suggesting potentially significant changes to the company's financial health and structure.

Key Players & Entities

• Fathom Holdings Inc. (company) — Registrant
• September 25, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $5,000,000 — tes in an aggregate principal amount of $5,000,000 (the "Notes"), in a private placement (
• $25,000 — action Documents, up to an aggregate of $25,000. The Purchase Agreement also obligates
• $4.25 — Common Stock valued for this purpose at $4.25 per share (subject to certain adjustmen

Filing Documents

• tm2425063d1_8k.htm (8-K) — 47KB
• tm2425063d1_ex4-1.htm (EX-4.1) — 114KB
• tm2425063d1_ex10-1.htm (EX-10.1) — 193KB
• tm2425063d1_ex10-2.htm (EX-10.2) — 46KB
• tm2425063d1_ex10-3.htm (EX-10.3) — 74KB
• tm2425063d1_ex10-4.htm (EX-10.4) — 140KB
• tm2425063d1_ex10-5.htm (EX-10.5) — 46KB
• tm2425063d1_ex10-6.htm (EX-10.6) — 77KB
• tm2425063d1_ex99-1.htm (EX-99.1) — 9KB
• tm2425063d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-103457.txt ( ) — 1101KB
• fthm-20240925.xsd (EX-101.SCH) — 3KB
• fthm-20240925_lab.xml (EX-101.LAB) — 33KB
• fthm-20240925_pre.xml (EX-101.PRE) — 22KB
• tm2425063d1_8k_htm.xml (XML) — 4KB

01 Entry

Item 1.01 Entry into a Material Definitive Agreement . On September 25, 2024, Fathom Holdings Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with two accredited investors (each an "Investor" and together, the "Investors") and issued Senior Secured Convertible Promissory Notes in an aggregate principal amount of $5,000,000 (the "Notes"), in a private placement (the "Offering"). The Company paid no placement agent fees in connection with the Offering. The cash proceeds disbursed to the Company from the issuance of the Notes were $5,000,000. In connection with the Offering, the Company amended and restated the Security Agreement (the "A&R Security Agreement) and Subsidiary Guarantee (the "A&R" Subsidiary Guarantee") which it entered into and provided in connection with the 2023 Senior Secured Convertible Promissory Note due April 12, 2025 (the "2023 Note"), as previously disclosed on April 14, 2023 on Form 8-K. In connection with the Offering, the Company also entered into or provided a Security Agreement (the "2024 Security Agreement"), a Subsidiary Guarantee (the "2024 Subsidiary Guarantee"), a Registration Rights Agreement (the "Registration Rights Agreement"), an Intercreditor Agreement (by and among the purchaser of the 2023 Note and the Investors) (the "Intercreditor Agreement") and various ancillary certificates, disclosure schedules and exhibits in support thereof (together with the Purchase Agreement, the A&R Security Agreement, the A&R Subsidiary Guarantee, the 2024 Security Agreement, the 2024 Subsidiary Guarantee, the Intercreditor Agreement and the Registration Rights Agreement, the "Transaction Documents") concurrent with the closing of the sale of the Notes. Scott Flanders, the chairman of the Company's Board of Directors, was an Investor in the Offering. As required by the Company's internal policies, this related-party transaction was approved by the Audit Committee of the Company's Board of Directors,

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The information included in Item 1.01 of Current Report is also incorporated by reference into this Item 3.02 of this Current Report to the extent required. The Note, and the shares of the Company's common stock issuable upon conversion or in payment thereof, are being offered and sold pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof, for the sale of securities not involving a public offering.

03 Material

Item 3.03 Material Modification to Rights of Security Holders. The information included in Item 1.01 of Current Report is also incorporated by reference into this Item 3.03 of this Current Report to the extent required.

01 Other

Item 8.01 Other Events. On September 26, 2024, the Company issued a press release announcing the Offering. A copy of the press release is filed as Exhibit 99.1 and incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Senior Secured Convertible Promissory Note. 10.1 Form of Securities Purchase Agreement. 10.2 Form of Security Agreement (2024). 10.3 Form of Subsidiary Guarantee (2024). 10.4 Form of Registration Rights Agreement. 10.5 Form of Amended and Restated Security Agreement. 10.6 Form of Amended and Restated Subsidiary Guarantee. 99.1 Press Release, dated as of September 26, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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. FATHOM HOLDINGS INC. Date: September 27, 2024 /s/ Marco Fregenal Marco Fregenal President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR