Fathom Holdings Announces Closing of Underwritten Public Offering of Common Stock

Rhea-AI Summary

Fathom Holdings (Nasdaq: FTHM) has successfully closed its previously announced underwritten public offering of 3,000,000 shares of common stock at $2.00 per share. The company received net proceeds of approximately $5.4 million after underwriting discounts and expenses.

The offering, managed by Roth Capital Partners, includes a 45-day option for the underwriter to purchase up to an additional 15% of shares on the same terms. CEO Marco Fregenal indicated that the capital raise will strengthen the company's financial foundation and support growth initiatives, including sales and marketing investments and strategic opportunities.

Positive

• Raised $5.4 million in net proceeds to strengthen financial position
• Additional flexibility through 45-day overallotment option for 15% more shares
• Funds allocated for growth initiatives and strategic opportunities

Negative

• Significant shareholder dilution through 3 million new shares
• Low offering price of $2.00 per share indicates challenging market conditions

Insights

Financial Analyst

Fathom raised $5.4M in a dilutive stock offering at $2/share, strengthening finances but signaling potential cash flow challenges.

Fathom Holdings has completed a $5.4 million capital raise through an underwritten public offering of 3 million shares priced at $2.00 per share. This offering price appears significantly discounted, suggesting urgency in securing additional capital. The structure includes a 45-day option for underwriters to purchase up to an additional 15% of shares on identical terms.

The $2.00 per share price point indicates potential liquidity concerns, as companies typically avoid such dilutive financing unless necessary. This capital infusion represents approximately 13% dilution to existing shareholders based on the new shares issued, with potential for additional dilution if the overallotment option is exercised.

CEO Marco Fregenal's statement emphasizes using proceeds for three key areas: sales and marketing initiatives, pursuing strategic opportunities, and supporting ongoing operations. The last point is particularly telling – the need to fund ongoing operations suggests current cash flow may be insufficient to sustain the business without external financing.

This capital raise comes as Fathom faces challenges in the real estate services sector, which has experienced significant headwinds due to elevated interest rates and reduced transaction volumes. The relatively modest size of the raise ($5.4 million) provides limited runway, likely buying the company several quarters to improve operational performance.

While management frames this as strengthening their financial foundation for growth, investors should carefully weigh whether this capital will be sufficient to achieve the stated goals of driving "sustained profitability and long-term shareholder value" given current market conditions.

CARY, N.C., Sept. 22, 2025 /PRNewswire/ -- Fathom Holdings Inc. (Nasdaq: FTHM), a national, technology-driven real estate services platform, today announced the closing of its previously announced underwritten public offering of 3,000,000 shares of its common stock at a price of $2.00 per share.

The Company also granted the underwriter of the offering a 45-day option to purchase up to an additional 15% of the shares of common stock offered in the underwritten public offering on the same terms and conditions. After the underwriting discount and anticipated expenses, the Company received net proceeds of approximately $5.4 million, not including exercise of the overallotment option.

Roth Capital Partners acted as sole manager for the offering.

"We view this capital raise as an important step in strengthening our financial foundation while giving us additional flexibility to accelerate our growth strategy," said Marco Fregenal, CEO of Fathom Holdings. "The proceeds will allow us to continue to invest in sales and marketing initiatives, pursue strategic opportunities that enhance our platform, and support ongoing operations. Ultimately, these efforts are aimed at creating a healthier, more resilient company that we believe can drive sustained profitability and long-term shareholder value."

A shelf registration statement relating to the shares of common stock to be issued in the offering was filed with the Securities and Exchange Commission (the "SEC") and is effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities 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 jurisdiction. Copies of the prospectus in connection with this offering was filed with the SEC and may be obtained from Roth Capital Partners, LLC, 888 San Clemente, Newport Beach, CA 92660, Attention: Prospectus Department, by telephone at (800) 678-9147 or by accessing the SEC's website, www.sec.gov.

About Fathom Holdings Inc.
Fathom Holdings Inc. is a national, technology-driven real estate services platform integrating residential brokerage, mortgage, title, and SaaS offerings to brokerages and agents by leveraging its proprietary cloud-based software, intelliAgent. The Company's brands include Fathom Realty, Encompass Lending, intelliAgent, LiveBy, Real Results, Verus Title, and Cornerstone. For more information, visit www.FathomInc.com.

Cautionary Note Concerning Forward-Looking Statements
This press release contains "forward-looking statements" that involve risks and uncertainties which we expect will or may occur in the future and may impact our business, financial condition and results of operations. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including risks associated with general economic conditions, including rising interest rates; the Company's ability to generate positive operational cash flow; risks associated with the Company's ability to continue achieving significant growth; the Company's ability to continue its growth trajectory while achieving profitability over time; risks related to ongoing and future litigation; and other risks as set forth in the Risk Factors section of the Company's most recent Form 10-K as filed with the SEC and supplemented from time to time in other Company filings made with the SEC. Copies of the Company's Form 10-K and other SEC filings are available on the SEC's website, www.sec.gov. 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
Gateway Group, Inc.
949-574-3860
FTHM@gateway-grp.com 

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SOURCE Fathom Holdings Inc.

FAQ

How much did Fathom Holdings (FTHM) raise in its public offering?

Fathom Holdings raised net proceeds of approximately $5.4 million through an offering of 3,000,000 shares at $2.00 per share, excluding potential overallotment.

What is the price per share for FTHM's public offering in September 2025?

The public offering price was set at $2.00 per share for 3,000,000 shares of common stock.

How will Fathom Holdings use the proceeds from its 2025 stock offering?

The proceeds will be used to strengthen their financial foundation, invest in sales and marketing initiatives, pursue strategic opportunities, and support ongoing operations.

Who was the underwriter for Fathom Holdings' September 2025 stock offering?

Roth Capital Partners acted as the sole manager for the offering.

What overallotment option was granted in FTHM's 2025 public offering?

The underwriter received a 45-day option to purchase up to an additional 15% of shares on the same terms and conditions.