CARY, N.C., Sept. 26, 2024 — Fathom Holdings Inc. (Nasdaq: FTHM) (“Fathom” or the “Company”), which integrates residential brokerage, mortgage, title, and SaaS offerings for brokerages and agents, has entered into a securities purchase agreement. This agreement involved the Company selling and issuing senior secured convertible promissory notes for a total principal amount of $5 million (the “Notes”). The buyer was an existing shareholder, who owns more than 5% of Fathom’s common stock, and the chairman of the Company’s Board of Directors.
Interest on the Notes will be paid quarterly starting on October 1, 2025, in cash based on the principal amount. The interest rate will fluctuate monthly and will be calculated as (i) the monthly average Secured Overnight Financing Rate (SOFR) plus (ii) 4% per annum, subject to certain adjustments, with a minimum rate of 8%. The Notes have a conversion price of $4.25 per share of common stock, which represents an initial conversion premium of approximately 85% above the last reported sale price of Fathom’s common stock on September 26th, 2024. The Notes will mature on October 1st, 2026, unless they are repurchased or converted according to their terms before that date.
Fathom plans to use the net proceeds from the private placement to accelerate agent and transaction growth.
“This capital allows us to expedite our plans for agent and transaction growth, focusing on targeted walkovers and acquisitions,” said Fathom CEO Marco Fregenal. “The demand for our revenue share model across both agent fee plans highlights our momentum, and this investment confirms our shareholders’ faith in our direction.”
The securities being issued and sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any states’ securities laws. They may not be offered or sold in the United States, except through an effective registration statement or an applicable exemption from the registration requirements of the Securities Act. This press release should not be considered an offer to sell or a solicitation of an offer to buy, nor should it be taken as an indication of any sale of securities of Fathom in any state or other jurisdiction where such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of that state or jurisdiction.
About Fathom Holdings Inc.
Fathom Holdings Inc. is a national, technology-driven, real estate services platform. It integrates residential brokerage, mortgage, title, insurance, and SaaS offerings to brokerages and agents by using its proprietary cloud-based software, intelliAgent. The Company’s brands include Fathom Realty, Encompass Lending, intelliAgent, LiveBy, Real Results, and Verus Title. For more information, visit .
Cautionary Note Concerning Forward-Looking Statements
This press release contains “forward-looking statements,” made pursuant to the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including liquidity risk and the possibility the Company might have to raise more money, including to service payments on the Notes; risks related to acquisitions and the integration of acquisition; risks related to general economic conditions, including interest rates; risks in effectively managing rapid growth in our business; reliance on key personnel; competitive risks; and the other risk factors set forth from time to time in our SEC filings, copies of which are available on the SEC’s website, . The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Investor Contact:
Matt Glover and Clay Liolios
949-574-3860
SOURCE Fathom Holdings Inc.