8-K - FTHM - Equibles

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 eventreported) March 10, 2025

FATHOM

HOLDINGS INC.

(Exact name of registrant as specified in itscharter)

	North Carolina
	(State or other jurisdiction of incorporation)
001-39412		82-1518164
(Commission File Number)		(IRS Employer Identification No.)

2000Regency Parkway Drive**, Suite 300** ,Cary , NorthCarolina

27518

(Address of principal executive offices) (ZipCode)

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement<br> 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<br> of each Class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, No Par Value	FTHM	Nasdaq<br> 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 x

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. x

Item 8.01 Other Events.

On March 10, 2025, Fathom Holdings Inc. (the “Company”) delivered written notice to Roth Capital Partners, LLC (“Roth”), that it was terminating the prospectus supplement, dated January 23, 2025, related to the Company’s common stock, no par value per share, issuable pursuant to the terms of the Sales Agreement, dated January 23, 2025, by and between the Company and Roth (the “Agreement”). The Company will not make any sales of common stock pursuant to the Agreement unless and until a new prospectus supplement is filed with the Securities and Exchange Commission; however, the Agreement remains in full force and effect.

A copy of the Agreement was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2025.

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: March 10, 2025	By:	/s/ Marco Fregenal
		Marco Fregenal
		President and Chief Executive Officer