Neighborhood Intelligence, Inc. (NXH) identifies Paul C. Kosturos as its Interim CFO in a Form 3 ownership filing.
Neighborhood Intelligence, Inc. (NXH) is identified as the issuer for warrants named in a Nasdaq Stock Market LLC notice concerning removal from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934. Nasdaq states it has reasonable grounds to believe it meets the requirements for submitting the notice.
Neighborhood Intelligence, Inc. (NXH) reduced its at-the-market program’s maximum aggregate offering price from $200,000,000 to $75,000,000 and closed a registered direct offering on October 6, 2026. The offering included 10,881,192 common shares and pre-funded warrants for up to 5,241,997 shares, together with common warrants for up to 16,123,189 shares. A common share with its accompanying warrant was priced at $2.76; a pre-funded warrant with its accompanying warrant was priced at $2.759.
Net proceeds were approximately $42.6 million after fees and expenses. The company intends to use them to accelerate merger synergies and build inventory, with any remainder for working capital and general corporate purposes. Separately, Executive Chairman and CEO Marcus Lemonis purchased 362,319 shares from the company for $2.76 per share; the purchase closed October 6. The company also agreed to a 90-day lock-up on certain securities issuances and, subject to exceptions, a six-month restriction on certain variable-price securities and equity-line or at-the-market transactions.
Neighborhood Intelligence, Inc. (NXH) Executive Chairman & CEO Marcus Lemonis purchased 362,319 shares of common stock on October 6, 2026, at $2.76 per share. The transaction is described as a purchase in the open market or a private transaction. He directly held 1,076,860 shares after the purchase; no Rule 10b5-1 plan is reported.
Neighborhood Intelligence, Inc. (NXH) is offering 11,243,511 common shares, pre-funded warrants to purchase up to 5,241,997 shares, and accompanying warrants to purchase up to 16,123,189 shares. It also agreed to issue the placement agent warrants to purchase up to 494,565 shares.
The combined price is $2.76 per common share and accompanying warrant, or $2.759 per share underlying a pre-funded warrant and accompanying warrant. Pre-funded warrants have a $0.001 exercise price; accompanying warrants have a $3.45 exercise price, become exercisable six months after issuance and expire five years from the initial exercise date. NXH estimates net proceeds of approximately $42.6 million after placement-agent fees and other estimated offering expenses, excluding any proceeds from exercise of the pre-funded or accompanying warrants. It intends to use proceeds to accelerate merger synergies and build inventory, with any remainder for working capital and general corporate purposes.
The company estimates immediate dilution in net tangible book value of approximately $1.65 per share for new investors, assuming full exercise of pre-funded warrants; the calculation uses net tangible book value as of June 30, 2026. Delivery is expected on or about October 6, 2026, subject to customary closing conditions. There is no established public trading market for the warrants, and NXH does not expect one to develop.
Neighborhood Intelligence, Inc. (NXH) appointed Paul Kosturos interim chief financial officer and principal financial officer on October 5, 2026; Brian LaRose resigned as chief financial officer and principal financial officer effective that date. Kosturos is a managing director at Alvarez & Marsal, where he has worked since 2009. The finance organization also includes Jill Windrum, chief accounting officer and deputy chief financial officer, and Emma Haugh, retail chief financial officer.
The company said the combined businesses had removed more than $50 million of SG&A year to date and identified at least an additional $30 million of savings opportunities through contract and technology consolidation, organizational simplification and eliminating duplication. It has begun exiting several dozen locations, with closures expected to be completed by year-end. After Alvarez & Marsal’s supply-chain assessment, Neighborhood Intelligence reconfigured its supply-chain team and strategy, and has been rebalancing and rebuilding inventory since closing The Container Store transaction.
Neighborhood Intelligence, Inc. (NXH) reduced the maximum aggregate offering price for common stock offered from time to time under its ATM Program from $200,000,000 to $75,000,000. The company and its Sales Agent, JonesTrading Institutional Services LLC, are entering into Amendment No. 1 to the Capital on Sales Agreement to reflect the lower maximum.
Neighborhood Intelligence, Inc. requests withdrawal of its Form S-4 registration statement, effective October 5, 2026, because it no longer plans to complete the described business combination. The company requests that fees paid for the registration statement be credited for potential future use under Rule 457(p), subject to compliance with that rule, and acknowledges that the fees will not be refunded.
Neighborhood Intelligence, Inc. and Fathom Holdings, Inc. mutually terminated their June 16, 2026 merger agreement by written consent on October 5, 2026. The agreement also named Neighborhood Intelligence’s wholly owned subsidiary, Fathom Merger Sub, Inc. Under its terms, the agreement became null and void, and the parties were relieved of duties and obligations arising after termination. Both companies’ boards concluded that a merger at current valuations would not appropriately reflect either company’s fair value for shareholders.
Separately, Neighborhood Intelligence decided after board and management review and shareholder discussions to retain ownership and control of its blockchain and digital asset investments. It said tZERO should continue executing its strategic plan. The companies intend to continue exploring collaboration, including data sharing, subject to appropriate agreements and applicable requirements, and expect to remain independent. Neighborhood Intelligence’s selected unaudited results for the three months ended September 30, 2026 are preliminary and subject to management’s final review, adjustments, closing procedures and subsequent events. Management prepared them from currently available information without third-party review; the company cautioned that they may differ from actual results and are not a comprehensive statement or a substitute for unaudited condensed consolidated financial statements prepared in accordance with GAAP.
Neighborhood Intelligence, Inc. (NXH) Chief Financial Officer Brian LaRose acquired 100,000 restricted stock units on September 30, 2026. He directly held 100,000 restricted stock units from this grant following the transaction.