Fathom Holdings Inc 8-K, filed Oct 5, 2026
Fathom Holdings Inc. (FTHM)
About this 8-K
Fathom Holdings Inc filed this 8-K on October 5, 2026, reporting on events of October 1, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 1.02: Ended a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
(State or other jurisdiction of incorporation) | ||
(Commission File Number) | (IRS Employer Identification No.) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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)) |
Title of each Class | Trading Symbol(s) | Name of each exchange on which registered |
● | 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). |
Exhibit No. | Exhibit Description |
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10.1* | ||
10.2 | ||
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
FATHOM HOLDINGS INC. |
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Date: October 5, 2026 | /s/ Adam Rothstein |
Adam Rothstein |
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Interim Chief Executive Officer |
Exhibit 10.1
SECOND OMNIBUS AMENDMENT TO
SENIOR SECURED CONVERTIBLE PROMISSORY NOTES
This Second Omnibus Amendment to Senior Secured Convertible Promissory Notes (this “Second Amendment”) is entered into as of October 1, 2026, by and among Fathom Holdings Inc., a North Carolina corporation (the “Company”), [●] (“[●]”) and [●] (“[●]” and together with [●], each a “Holder” and, collectively, the “Holders”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Notes (as defined below) or SPA (as defined below), as applicable.
R E C I T A L S
WHEREAS, the Company and Holders are parties to those certain Senior Secured Convertible Promissory Notes, each dated as of September 25, 2024, as amended by that certain Limited Waiver and Omnibus Amendment to Senior Secured Convertible Promissory Notes, dated as of May 28, 2026 (as amended, each, a “Note” and, collectively, the “Notes”), which were issued as a part of a series of related Senior Secured Convertible Promissory Notes, issued pursuant to that certain Securities Purchase Agreement, dated as of September 25, 2024 (the “SPA”), by and among the Company and each purchaser identified on the signature pages thereto, including Holders;
WHEREAS, in connection with the Company’s ongoing efforts to maximize value for its stakeholders and satisfy its obligations under the Notes, the Company expects to receive certain cash proceeds from one or more Asset Monetization Events (as defined below) undertaken in the ordinary course of the Company’s evaluation of strategic alternatives; and
WHEREAS, the Company and Holders desire to amend certain provisions of the Notes as set forth herein, and Section 7(e) of the Notes provides that any provision of the Notes issued pursuant to the SPA may be amended by a written instrument executed by the Company and Purchasers holding a majority of the then outstanding principal under all Notes issued pursuant to the SPA.
NOW THEREFORE, in consideration of the foregoing premises and the mutual benefits to be derived by the Company and Holders from a continuing relationship under the Notes and the SPA and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree:
A. Representations and Warranties. The Company represents and warrants to Holders that: (a) the Company has the full power and authority to execute, deliver and perform its obligations under this Second Amendment, (b) the execution and delivery of this Second Amendment has been duly authorized by all necessary action on behalf of the Company, (c) the representations and warranties contained or referred to in Section 3.1 of the SPA are true and accurate in all material respects (without any duplication of any materiality qualifiers contained therein) as of the date of this Second Amendment, unless such representations or warranties specifically refer to a prior date, in which case they are true and accurate in all material respects (without any duplication of any materiality qualifiers contained therein) as of such prior date, and (d) no Event of Default (or any event that with the passage of time or the giving of notice or both would become an Event of Default) has occurred and is continuing or will result after giving effect to this Second Amendment and the transactions contemplated by this Second Amendment, the Notes and the SPA.
B. Amendments. The Notes are hereby amended and modified as follows.
| 1. | The definition of “Maturity Date” as set forth in the second introductory paragraph of the Notes is hereby amended and restated in its entirety to read as follows: |
“Maturity Date” means November 1, 2026.
All references to the “Maturity Date” in the Notes, the SPA, and the other Documents (as defined in the SPA) shall be deemed to refer to the Maturity Date as amended hereby.
| 2. | Section 4(b) of the Notes is hereby amended and restated as follows: |
“b) Conversion Price. The conversion price in effect on any Conversion Date shall be equal to $0.65, subject to adjustment as set forth herein (the “Conversion Price”). All such foregoing determinations will be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such measuring period.”
| 3. | Section 4(e) of the Notes is hereby amended and restated as follows: |
“e) Principal Market Regulation. The Company shall not issue any shares of Common Stock pursuant to the terms of this Note if the issuance of such shares of Common Stock would exceed 19.99% of the issued and outstanding Common Stock on October 1, 2026, or otherwise exceed the aggregate number of shares of Common Stock which the Company may issue without breaching the Company’s obligations under the rules or regulations of the Principal Market (the number of shares which may be issued without violating such rules and regulations, the “Exchange Cap”).”
| C. | Asset Monetization Event. |
1. Upon the Company’s receipt of cash proceeds from an Asset Monetization Event consummated prior to the Maturity Date, the Company shall use such proceeds solely for the purposes set forth in Schedule I hereto. For purposes of this Second Amendment, “Asset Monetization Event” means any sale, transfer, disposition, license, or other monetization of any assets, properties, or operations of the Company as described in Schedule II.
2. In consideration of the payments to be made by the Company pursuant to this Section C and Schedule I hereto, Holders hereby consent to the Asset Monetization Event described in Schedule II and waive all restrictions on such Asset Monetization Event contained in the Documents.
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D. Other.
1. This Second Amendment and the terms and conditions contained herein, including, without limitation, the amendments contained in Section B hereof, shall take effect upon the execution and delivery hereof by each of the Company and Holders.
2. During the period from the date hereof until payment in full of all obligations under the Notes, interest on the outstanding principal amount of each Note shall accrue at a rate equal to eighteen percent (18%) per annum (the “Extended Rate”), calculated on the basis of a 360-day year consisting of twelve 30-calendar day periods, in lieu of the interest rate otherwise applicable under Section 2(a) of the Notes. All accrued and unpaid interest at the Extended Rate shall be due and payable in accordance with the payment terms set forth in the Notes.
3. The Company shall reimburse Holders for all reasonable, documented out-of-pocket legal fees and expenses incurred by Holders in connection with the negotiation, preparation, execution and delivery of this Second Amendment and the transactions contemplated hereby; provided that such reimbursement shall not exceed $5,000 in the aggregate. Such reimbursement shall be paid by the Company within five (5) Business Days following the Company’s receipt of reasonably detailed invoices from Holders’ counsel.
4. All questions concerning the construction, validity, enforcement and interpretation of this Second Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by any of the Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in New York, New York (the “New York Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such New York Courts, or such New York Courts are an improper or inconvenient venue for such proceeding. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Second Amendment or the transactions contemplated hereby.
5. For all purposes under this Second Amendment, all notices, requests, demands and other communications shall be given in accordance with Section 7(a) of the Notes.
6. This Second Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Second Amendment by electronic transmission (including by .pdf) shall be effective as delivery of a manually executed counterpart.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Company and Holders have caused this Second Amendment to be executed and delivered by their respective duly authorized officers as of the date set forth in the preamble on page one of this Second Amendment.
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| FATHOM HOLDINGS INC. By: Name: Adam Rothstein Title: Interim CEO |
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| HOLDERS:
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Exhibit 10.2
TERMINATION AGREEMENT
This Termination Agreement (this “Agreement”), dated as of October 5, 2026, is by and between Neighborhood Intelligence, Inc. (f/k/a Bed, Bath & Beyond, Inc.), a Delaware corporation (“NXH”) and Fathom Holdings Inc., a North Carolina corporation (“FTHM” and, together with NXH, the “Parties”). Capitalized terms used but not defined herein have the respective meanings given to them in the Merger Agreement (as defined below).
WHEREAS, NXH, FTHM and Fathom Merger Sub, Inc., a North Carolina Corporation and wholly owned subsidiary of NXH, entered into that certain Merger Agreement and Plan of Reorganization, dated as of June 16, 2026 (as amended, the “Merger Agreement”); and
WHEREAS, the Parties desire to terminate the Merger Agreement by mutual written consent pursuant to Section 8.1(a) of the Merger Agreement and release one another from certain claims pursuant to this Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the covenants and agreements herein set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
1. Termination. Effective as of the execution of this Agreement (the “Termination Time”) and pursuant to Section 8.1(a) of the Merger Agreement, without further action by any Party, the Merger Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby or entered pursuant thereto, including the Voting and Support Agreement (collectively, including the Merger Agreement, the “Transaction Documents”) are hereby terminated in their entirety and shall be of no further force or effect whatsoever (the “Termination”); provided that (a) notwithstanding the foregoing or anything in the Merger Agreement or any other Transaction Document to the contrary, the Confidentiality Agreement, the Clean Team Agreement and the Amended and Restated Subordinated Secured Promissory Note, dated May 29, 2026, issued by FTHM to NXH (the “Bridge Note”), together with the Security Agreement and Subsidiary Guarantee, each dated March 18, 2026 (as the same may have been amended, modified or supplemented) shall each survive the termination of the Merger Agreement and shall remain in full force and effect for the remainder of and in accordance with their respective terms (collectively, the “Excluded Documents”) and (b) Section 6.2(b), Section 6.7, Section 8.2, and Article 9 of the Merger Agreement shall continue in effect in accordance with their terms.
2. No Termination Fee. The Parties acknowledge and agree that, because the Termination is effected pursuant to Section 8.1(a) of the Merger Agreement, no Company Termination Fee, Parent Expense Reimbursement or other termination fee is payable or will become payable by either Party under Section 8.3 of the Merger Agreement or otherwise. As a result, notwithstanding Section 8.2 of the Merger Agreement providing that Section 8.3 of the Merger Agreement will survive termination of the Merger Agreement, the Parties agree that Section 8.3 of the Merger Agreement is hereby terminated. Notwithstanding anything set forth in the Merger Agreement to the contrary, each Party shall bear its own fees and expenses incurred in connection with the preparation, negotiation and performance of this Agreement, the Merger Agreement and the consummation of the transactions contemplated by this Agreement and the Merger Agreement. NXH, as the holder of the Bridge Note, acknowledges and agrees that the Termination, this Agreement, the Merger Agreement and the transactions and disclosures contemplated thereby do not constitute or give rise to any Event of Default or breach under the Bridge Note. The Maturity Date under the Bridge Note remains April 1, 2027. NXH shall not seek reimbursement under Section 8(n) of the Bridge Note for any costs or expenses relating to the Merger Agreement or this Agreement.
3. Mutual Release; Disclaimer of Liability. Effective as of the Termination Time, each of NXH and FTHM, each on behalf of itself and, to the maximum extent permitted by Law, on behalf of each of its respective former, current or future Subsidiaries, affiliates, assignees, officers, directors, employees, Company Representatives, Parent Representatives, agents, attorneys, auditors, insurers, stockholders and advisors and the heirs, predecessors, successors and assigns of each of them (the “Releasors”), does, to the fullest extent permitted by Law, hereby fully, unequivocally and irrevocably release and forever discharge the other Party, and each of its respective former, current or future Subsidiaries, affiliates, assignees, officers, directors, employees, Company Representatives, Parent Representatives, agents, attorneys, auditors, insurers, stockholders and advisors and the heirs, predecessors, successors and assigns of each of them (collectively the “Releasees”), from and with respect to any and all past, present, direct, indirect and/or derivative liabilities, claims, rights, actions, causes of actions, suits, liens, obligations, accounts, debts, demands, agreements, promises, controversies, costs, charges, damages, expenses and fees (including attorney’s, financial advisor’s or other fees) (“Claims”), howsoever arising, whether based on any Law or right of action (whether in contract or in tort, in law or in equity, or granted by statute), known or unknown, mature or unmatured, contingent or fixed, liquidated or unliquidated, accrued or unaccrued, which Releasors, or any of them, ever had or now have or can have or shall or may hereafter have against the Releasees, or any of them, in connection with, arising out of or related to (a) the Transaction Documents, (b) the transactions contemplated therein or thereby (including, for the avoidance of doubt, the negotiation thereof and all due diligence activities and other actions or activities undertaken in connection therewith) (collectively, the “Transaction Matters”) or (c) public statements made prior to the date hereof relating to (i) the Transaction Documents or (ii) the Transaction Matters (collectively, but excluding the Specified Retained Claims, the “Released Claims”).
The Parties, on behalf of themselves and their respective Releasors, acknowledge and agree that they may be unaware of or may discover facts in addition to or different from those which they now know, anticipate or believe to be true related to or concerning the Released Claims. The Parties know that such presently unknown or unappreciated facts could materially affect the claims or defenses of a Party or Parties. It is nonetheless the intent of the Parties to give a full, complete and final release and discharge of the Released Claims. In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete releases with regard to the Released Claims notwithstanding the discovery or existence of any such additional or different claim or fact. To that end, with respect to the Released Claims only, the Parties expressly waive and relinquish any and all provisions, rights and benefits conferred by any law of the United States or of any state or territory of the United States or of any other relevant jurisdiction, or principle of common law, under which a general release does not extend to claims which the parties do not know or suspect to exist in their favor at the time of executing the release, which if known by the Parties might have affected the Parties’ settlement. EACH OF THE RELEASORS HEREBY EXPRESSLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW THE PROVISIONS, RIGHTS AND BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 (OR ANY SIMILAR LAW), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The Parties acknowledge and agree that the inclusion of this paragraph was separately bargained for and is a key element of this Agreement.
Notwithstanding anything herein to the contrary, nothing in this Section 3 shall (x) apply to any action by any Party to enforce the rights and obligations imposed pursuant to this Agreement or constitute a waiver or release by any Party of any Claim or rights arising under or related to this Agreement or (y) constitute a waiver or release by any Party from the obligations under, or any Claim arising under or related to, or apply to any action by any Party to enforce the rights and obligations imposed pursuant to, the Excluded Documents (clauses (x) and (y), collectively, the “Specified Retained Claims”).
4. Covenant Not to Sue. Each of NXH and FTHM on behalf of itself and its Releasors covenants not to bring any Released Claim before any court, arbitrator, or other tribunal in any jurisdiction, whether as a claim, a cross claim, or counterclaim. Any Releasee may plead this Agreement as a complete bar to any such Released Claim brought in derogation of this covenant not to sue. The covenants contained in this Section 4 shall become effective on the date hereof and shall survive this Agreement indefinitely regardless of any statute of limitations.
5. Publicity. Each Party agrees that (a) the joint press release to be issued by NXH and FTHM in connection with this Agreement shall be in the form attached hereto as Exhibit A; and (b) each Party may file its own Form 8-K in connection with this Agreement and the Termination if consistent with the press release attached hereto as Exhibit A.
6. Representations and Warranties. Each Party represents and warrants to the other that: (a) such Party has all requisite corporate power and authority to enter into this Agreement and to take the actions contemplated hereby; (b) the execution and delivery of this Agreement and the actions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of such Party; and (c) this Agreement has been duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement by the other Parties hereto, constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).
7. Further Assurances. Each Party shall, and shall cause its Subsidiaries and affiliates to, cooperate with each other in the taking of all actions necessary, proper or advisable under this Agreement and applicable Laws to effectuate the Termination. Without limiting the generality of the foregoing, the Parties shall, and shall cause their respective Subsidiaries and affiliates to, cooperate with each other in connection with the withdrawal or termination of (i) any registration or filing with or termination of proceedings before any Governmental Entity or under any Competition Laws or (ii) any filings with the SEC including the Company SEC Documents, in each case to the extent applicable, in connection with the transactions contemplated by the Transaction Documents.
8. Third-Party Beneficiaries. Except for the provisions of Section 3, with respect to which each Releasee is an expressly intended third-party beneficiary thereof, this Agreement is not intended to (and does not) confer on any Person other than the Parties any rights or remedies or impose on any Person other than the Parties any obligations.
9. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, between the Parties or any of them with respect to the subject matter hereof.
10. Miscellaneous. The provisions of Sections 9.3 (Notices), 9.8 (Assignment), 9.9 (Severability), 9.11 (Mutual Drafting; Interpretation), 9.12 (Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury), 9.13 (Counterparts), 9.14 (Specific Performance), 9.15 (Modification or Amendment), and 9.16 (Extension; Waiver) of the Merger Agreement shall apply to this Agreement, mutatis mutandis.
[Signature page follows]
IN WITNESS WHEREOF, NXH and FTHM have caused this Agreement to be executed as of the date first written above.
| NEIGHBORHOOD INTELLIGENCE, INC. |
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| By: | /s/ Marcus Lemonis |
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| Name: Marcus Lemonis |
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| Title: Executive Chairman |
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| FATHOM HOLDINGS INC. |
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| By: | /s/ Adam Rothstein |
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| Name: Adam Rothstein |
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| Title: Interim Chief Executive Officer |
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Exhibit A
Joint Press Release
(See attached)
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.