Fathom Holdings Prices Underwritten Public Offering of Common Stock

CARY, N.C., Dec. 1, 2023 /PRNewswire/ -- Fathom Holdings Inc. (Nasdaq: FTHM) ("Fathom" or the "Company"), a national, technology-driven, end-to-end real estate services platform integrating residential brokerage, mortgage, title, insurance, and SaaS offerings for brokerages and agents, today announced the pricing of an underwritten public offering of 3,000,000 shares of its common stock, inclusive of 1,000,000 secondary shares, at a price of $2.00 per share.

The Company also has 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, the Company expects to receive net proceeds of approximately $3.45 million, not including exercise of the overallotment option. The offering is expected to close on December 5, 2023, subject to customary closing conditions. The Company intends to use the net proceeds from the offering for general corporate purposes to include accelerating agent growth.

The Company's executive officers, directors and the selling shareholder have agreed not to sell or transfer any Company common stock or securities convertible into, exchangeable for, exercisable for, or repayable with Company common stock, for 90 days after the date of the offering prospectus (180 days, in the case of the selling shareholder), without first obtaining the written consent of the underwriter.

Roth Capital Partners acted as sole manager for the offering.

A shelf registration statement relating to the shares of common stock to be issued in the primary and secondary 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 will be filed with the Securities and Exchange Commission and, when available, 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, insurance, and SaaS offerings to brokerages and agents by leveraging its proprietary cloud-based software, intelliAgent. The Company's brands include Fathom Realty, Dagley Insurance, Encompass Lending, intelliAgent, LiveBy, Real Results, and Verus Title. For more information, visit www.FathomInc.com

 Cautionary Note Concerning Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the proposed public offering and the use of proceeds. The offering is subject to market and other conditions and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including market conditions, risks associated with the cash requirements of Fathom's business and other risks set forth in the Registration Statement on Form S-3 filed with the SEC on September 13, 2021, as amended and/or supplemented, and 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 Fathom'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:

Alex Kovtun and Matt Glover
Gateway Group, Inc.
949-574-3860
FTHM@gateway-grp.com

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SOURCE Fathom Realty