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0001753162
0001753162
2026-10-01
2026-10-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 1, 2026
FATHOM HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| North Carolina | |
| (State or other jurisdiction of incorporation) | |
| | |
001-39412 | | 82-1518164 |
(Commission File Number) | | (IRS Employer Identification No.) |
2000 Regency Parkway Drive, Suite 300, Cary, North Carolina 27518
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 888-455-6040
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, No Par Value | FTHM | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
Second Omnibus Amendment to Senior Secured Convertible Promissory Notes
As previously announced, on September 25, 2024, Fathom Holdings Inc. (the “Company”) issued those certain Senior Secured Convertible Promissory Notes (as amended by the Limited Waiver and Omnibus Amendment, dated as of May 29, 2026, the “Notes”) pursuant to that certain Securities Purchase Agreement, dated as of September 25, 2024 by and among the Company and two accredited investors (each a “Holder” and together, the “Holders”).
The Company and the Holders entered into a Second Omnibus Amendment to Senior Secured Convertible Promissory Notes, dated as of October 1, 2026 (the “Second Amendment”). The Second Amendment provides for the following material terms:
| ● | Maturity Date. The Maturity Date of the Notes was extended from October 1, 2026 to November 1, 2026. |
| ● | Conversion Price. The conversion price of the Notes changed from $4.25 per share of the Company’s common stock (the “Common Stock”) to $0.65 per share. |
| ● | Exchange Cap. The Company may not issue shares of Common Stock under the Notes if the issuance would exceed 19.99% of the Company’s issued and outstanding Common Stock as of October 1, 2026. |
| ● | Interest Rate Increase. The Notes were amended to increase the interest rate. From October 1, 2026 until all obligations under the Notes are paid in full, interest on the outstanding principal of each Note will accrue at 18% per annum. |
| ● | Asset Monetization Event; Required Payment Amounts. The Second Amendment sets out payment obligations for the Company tied to an Asset Monetization Event (as defined in the Second Amendment). |
In addition, the Company made customary representations and warranties to the Holders in the Second Amendment. Among other things, the Company represented that no Event of Default (as defined in the Notes) has occurred and is continuing. The Company also agreed to reimburse the Holders for all reasonable, documented out-of-pocket legal fees and expenses incurred in connection with the negotiation, preparation, execution and delivery of the Second Amendment, not to exceed $5,000 in the aggregate.
Scott Flanders, the chairman of the Company’s Board of Directors, was a party to the Second Amendment as a Holder of one of the Notes. As required by the Company’s internal policies, this related-party transaction was approved by a majority of the independent, disinterested members of the Company’s Board of Directors.
Item 1.02 Termination of a Material Definitive Agreement.
Termination Agreement
As previously announced, on June 16, 2026, the Company entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Neighborhood Intelligence, Inc. (“NXH”, formerly known as Bed Bath & Beyond, Inc.) and Fathom Merger Sub, Inc., a wholly-owned subsidiary of NXH. The Merger Agreement provided, among other things, that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of NXH (the “Merger”).
On October 5, 2026, the Company and NXH entered into that certain Termination Agreement, dated as of October 5, 2026 (the “Termination Agreement”), which terminates the Merger Agreement in accordance with its terms. Neither party will owe the Termination Fee (as defined in the Merger Agreement) in connection with the termination.
The foregoing descriptions of the Second Amendment and the Termination Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Second Amendment and the Termination Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03 of this Current Report to the extent required.
Item 8.01 Other Events.
On October 5, 2026, the Company issued a press release announcing the termination of the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Exhibit Description |
10.1* | | Form of Second Amendment to Senior Secured Convertible Promissory Notes. |
10.2 | | Termination Agreement, dated October 5, 2026. |
99.1 | | Press Release, dated October 5, 2026. |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
*Certain confidential portions to this exhibit have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of the unredacted exhibit to the SEC upon request.
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: October 5, 2026 | /s/ Adam Rothstein |
| Adam Rothstein |
| Interim Chief Executive Officer |
Exhibit 99.1
Fathom Holdings and Neighborhood Intelligence Announce Mutual Termination of Proposed Merger
Boards conclude that current valuations do not reflect the fair value of either company; Neighborhood Intelligence to retain blockchain asset ownership while the companies explore collaboration, including data sharing
CARY, N.C. & NASHVILLE, Tenn.--(BUSINESS WIRE)-- Fathom Holdings Inc. (NASDAQ: FTHM) (“Fathom”) and Neighborhood Intelligence, Inc. (NASDAQ: NXH) (“NXH”) today announced that their respective Boards of Directors have mutually agreed to terminate the previously announced merger agreement between the companies.
After careful consideration of the proposed transaction, the Boards of both companies concluded that proceeding with a merger at current valuations would not appropriately reflect the fair value of either company for its shareholders. The companies believe the timing is not right to combine their businesses, and have mutually agreed to terminate the merger agreement.
Separately, following a review by its Board and management and discussions with shareholders, Neighborhood Intelligence determined that retaining ownership and control of its blockchain and digital asset investments offers its shareholders the greatest opportunity to participate in their potential future value. The Company remains encouraged by tZERO’s progress and believes tZERO should continue executing its strategic plan while Neighborhood Intelligence maintains its ownership position.
Neighborhood Intelligence to Retain Blockchain Asset Ownership
Neighborhood Intelligence believes the potential value of its blockchain assets is not appropriately reflected in current market valuations. The Company’s decision to retain ownership and control is intended to preserve the opportunity for shareholders to participate in potential future value as these assets and the broader blockchain ecosystem develop. This decision is independent of the companies’ decision not to proceed with a merger at this time.
Fathom and NXH to Pursue Strategic Collaboration
Although a merger is not the appropriate structure at this time, the companies intend to continue exploring ways to work together where collaboration can create value. Areas under consideration include data sharing and the use of each company’s complementary businesses, technology, relationships and other assets, subject to appropriate agreements and applicable requirements. The companies expect to remain independent and focused on their respective operating priorities.
“We entered into the merger transaction because we believed that combining Fathom’s national real estate and title businesses with Neighborhood Intelligence’s technology, data and other assets had the potential to create long-term value,” said Scott Flanders, Fathom’s Chairman of the Board. “At current valuations, however, we do not believe a merger appropriately reflects the fair value of either company. Fathom has made meaningful progress, and we look forward to exploring data sharing and other areas of collaboration while each company pursues its own strategy.”
“Our responsibility is to continually evaluate the best path to maximize long-term value for our shareholders,” said Marcus Lemonis, Chairman and Chief Executive Officer of Neighborhood Intelligence. “After listening to shareholders and reviewing the alternatives, we believe retaining ownership and control of our blockchain assets while allowing tZERO to continue executing its plan is the appropriate path. We are encouraged by the potential of these assets and believe retaining them gives our shareholders the best opportunity to participate in their future value. Separately, we and Fathom have determined that a merger at current valuations would not appropriately reflect the fair value of either company. We remain supportive of Fathom’s progress and look forward to working together, including exploring opportunities around data sharing.”
About Neighborhood Intelligence
Neighborhood Intelligence (NASDAQ: NXH), previously Bed Bath & Beyond, Inc., is a data and technology company organized around three interconnected pillars: Omni-Channel Retail, Home Services and Home Ownership.
Its portfolio includes Bed Bath & Beyond, Overstock, buybuy BABY, Kirkland’s, The Container Store, Elfa and Closet Works, along with its expanding Home Services and Home Ownership businesses.
Neighborhood Intelligence connects products, services, financing, expertise and data to make homeownership simpler and more affordable.
About Fathom Holdings Inc.
Fathom Holdings Inc. is a national, technology-driven real estate services platform that integrates residential brokerage, mortgage, title and SaaS offerings through its proprietary cloud-based software, intelliAgent. Fathom’s brands include Fathom Realty, Encompass Lending, intelliAgent, Real Results, MHG, and Verus Title.
For more information, visit FathomInc.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding the effects of the termination of the previously announced merger agreement between Fathom and NXH; the potential strategic collaboration between Fathom and NXH, including whether the parties will enter into a collaboration agreement and the anticipated benefits of any such collaboration; Fathom’s ability to execute its standalone business strategy; and Fathom’s future business, financial condition, results of operations and prospects; Neighborhood Intelligence’s plans to retain ownership and control of its blockchain and digital asset investments; the potential future value of those assets; tZERO’s ability to execute its strategic plan; and the parties’ ability to establish a collaboration, including data-sharing arrangements, and realize benefits from it.
Forward-looking statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors outside NXH’s and Fathom’s control that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: the effects of termination of the previously announced merger agreement on Fathom’s business, relationships, operations, financial condition and stock price; costs and expenses incurred in connection with the proposed merger, its termination and related matters; Fathom’s ability to execute its business strategy independently and realize anticipated benefits from any strategic collaboration with NXH; risks relating to Fathom’s outstanding senior secured convertible note or its subordinated secured bridge note to NXH, including Fathom’s ability to repay or refinance those notes; the ability of Fathom to acquire additional relevant operating assets; disruption to NXH’s or Fathom’s plans and operations resulting from the termination or any potential collaboration; the ability of NXH and Fathom to retain and hire key personnel; and other risks as set forth in the Risk Factors sections of NXH’s and Fathom’s most recent Form 10-Ks as filed with the SEC and supplemented from time to time in other NXH and Fathom filings made with the SEC. Additional risks and uncertainties include the volatility, adoption, commercial development and regulatory treatment of blockchain and digital assets; the ability of tZERO and other relevant businesses to execute their plans; the value and liquidity of Neighborhood Intelligence’s digital asset investments; and the negotiation, implementation, privacy, cybersecurity and regulatory requirements associated with any data-sharing or other collaboration arrangement.
Copies of each of NXH’s and Fathom’s Form 10-K and other SEC filings are available on the SEC’s website. Each of NXH and Fathom undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
ir@beyond.com
pr@beyond.com
Source: Neighborhood Intelligence, Inc.
