Fathom Holdings Inc. Files 8-K with Material Agreement

TL;DR

Fathom Holdings (FTHM) filed an 8-K on Jan 23, 2025, reporting a material definitive agreement.

AI Summary

Fathom Holdings Inc. announced on January 23, 2025, that it entered into a Material Definitive Agreement. The filing also includes other events and financial statements/exhibits. The company is incorporated in Delaware and headquartered in Cary, North Carolina.

Why It Matters

This 8-K filing indicates Fathom Holdings Inc. has entered into a significant agreement, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that may affect the company's future performance.

Key Players & Entities

• Fathom Holdings Inc. (company) — Registrant
• January 23, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Cary, North Carolina (location) — Principal executive offices
• 001-39412 (identifier) — Commission File Number
• 82-1518164 (identifier) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $10 million — ng an aggregate offering price of up to $10 million (the "Offering"). The issuance and sale
• $89.7 million — the fourth quarter of 2024 were between $89.7 million to $91.7 million, an increase of betwee
• $91.7 m — r of 2024 were between $89.7 million to $91.7 million, an increase of between 7% and 10
• $7.3 million — er of 2024 is expected to total between $7.3 million and $7.4 million, compared with a net l
• $7.4 m — ected to total between $7.3 million and $7.4 million, compared with a net loss of $8.4
• $8.4 million — .4 million, compared with a net loss of $8.4 million for the fourth quarter of 2023. Adjust
• $2.8 million — s expected to be a loss in the range of $2.8 million to $3.0 million. Fathom provides Adjust
• $3.0 million — a loss in the range of $2.8 million to $3.0 million. Fathom provides Adjusted EBITDA, a non
• $110 million — at the acquisition will contribute over $110 million in revenue for the full year of 2025.
• $500 — go, the price of gold was approximately $500 per ounce. In 2024, the price of gold h
• $2,700 — he price of gold has traded higher than $2,700 per ounce. As of January 17, 2025, the
• $18.0 — apitalization of gold was approximately $18.0 trillion compared to approximately $1.9
• $1.9 — 18.0 trillion compared to approximately $1.9 trillion for bitcoin. Bitcoin is a high
• $39,000 — ly volatile asset that has traded below $39,000 per bitcoin and above $108,000 per bitc
• $108,000 — ded below $39,000 per bitcoin and above $108,000 per bitcoin on Coinbase in the 12 month

Filing Documents

• tm254083d1_8k.htm (8-K) — 102KB
• tm254083d1_ex1-1.htm (EX-1.1) — 240KB
• tm254083d1_ex5-1.htm (EX-5.1) — 6KB
• tm254083d1_ex99-1.htm (EX-99.1) — 32KB
• tm254083d1_ex99-1img01.jpg (GRAPHIC) — 9KB
• 0001104659-25-005469.txt ( ) — 651KB
• fthm-20250123.xsd (EX-101.SCH) — 3KB
• fthm-20250123_lab.xml (EX-101.LAB) — 33KB
• fthm-20250123_pre.xml (EX-101.PRE) — 22KB
• tm254083d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On January 23, 2025, Fathom Holdings Inc. (the "Company") entered into a Sales Agreement (the "Agreement") with Roth Capital Partners, LLC ("Roth"), as sales agent, pursuant to which the Company may offer and sell, from time to time through Roth, shares of the Company's common stock, no par value, having an aggregate offering price of up to $10 million (the "Offering"). The issuance and sale of shares in the Offering, if any, by the Company under the Agreement will be pursuant to the Company's Registration Statement on Form S-3 (File No. 333-276318) filed with the Securities and Exchange Commission (the "SEC") on December 29, 2023 (the "Registration the Offering that form a part of the Registration Statement. The Company has agreed to pay Roth a commission for its services in acting as agent in the Offering in the amount of 3.0% of gross proceeds from the sale of the shares pursuant to the Agreement. The Company has also agreed to provide Roth with customary indemnification and contribution rights. Roth will use its commercially reasonable efforts to sell the shares from time to time, based upon the Company's instructions, by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Company or Roth may suspend or terminate the Offering upon notice to the other party and subject to other conditions. The Company is not obligated to make any sales of common stock under the Agreement. The Offering of shares of common stock pursuant to the Agreement will terminate upon the earlier of (i) the sale of all shares of common stock subject to the Agreement or (ii) termination of the Agreement in accordance with its terms. The foregoi

01 Other Events

Item 8.01 Other Events. On January 23, 2025, the Company issued a press release announcing that its board of directors approved a bitcoin treasury strategy to allow bitcoin to be one of the Company's treasury reserve assets (the "Bitcoin Treasury Strategy"). A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K (this "Form 8-K") and incorporated by reference herein. We are also filing this Form 8-K to disclose the below "Recent Developments" and to supplement risk factor disclosures contained in our prior public filings in connection with the adoption of our Bitcoin Treasury Strategy, including those discussed under the heading "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 19, 2024, and subsequent reports filed with the SEC. The risk factors below should be read together with the other risk factors described in our prior public filings. RECENT DEVELOPMENTS Preliminary Financial Data The following preliminary financial information for the three months ended December 31, 2024 is based upon our estimates and subject to completion of our financial closing procedures. Moreover, these data have been prepared solely on the basis of currently available information by, and are the responsibility of, management. Our independent registered public accounting firm, Deloitte & Touche LLP, has not audited, reviewed, compiled or performed any procedures with respect to this preliminary financial information and, accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto. This summary is not a comprehensive statement of our financial results for this period, and our actual results may differ materially from these estimates due to the completion of our financial closing procedures, final adjustments, completion of the review of our financial statements and other developments that may arise between now and

View Full Filing

View this 8-K filing on SEC EDGAR