--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-045569" form_type: "8-K" ticker: "FTHM" cik: "0001753162" company_name: "Fathom Holdings Inc." filed_at: "2023-04-14T23:59:59+00:00" generated_at: "2026-06-17T02:02:51.556009+00:00" event_type: "debt" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Fathom issues $3.5M convertible note; reiterates adjusted EBITDA breakeven Q2 2023 ## Summary - Net proceeds of $3.3M from $3.5M convertible note after $175K placement agent fee to Roth Capital. - Conversion price $6.00/share, ~18.3% premium over prior close; matures April 12, 2025. - Interest rate SOFR +5% annually, min 8%, paid quarterly in cash; secured by all assets and subsidiary guarantees. - Management reiterates adjusted EBITDA breakeven in Q2 and cash flow breakeven in Q3 2023. - Beneficial ownership conversion cap at 4.99% (adjustable to 9.99%); Nasdaq 19.99% issuance limit. ## SEC filing metadata - accession: 0001104659-23-045569 - form_type: 8-K - ticker: FTHM - cik: 0001753162 - company_name: Fathom Holdings Inc. - filed_at: 2023-04-14T23:59:59+00:00 - event_type: debt - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 1.01, 2.03, 3.02, 3.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1753162/000110465923045569/0001104659-23-045569-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1753162/000110465923045569/tm2312659d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-045569 - JSON: https://secwatch.observer/filing/0001104659-23-045569.json - Plain text: https://secwatch.observer/filing/0001104659-23-045569.txt ## Key facts - Debt Financings Fathom Holdings Inc. incurred convertible notes of $3,500,000 with an accredited investor at monthly average SOFR plus 5% per annum, minimum 8% maturing April 12, 2025. - Instrument: convertible notes - Principal: $3,500,000 - Counterparty: an accredited investor - Rate: monthly average SOFR plus 5% per annum, minimum 8% - Maturity: April 12, 2025 - Event: incurrence source text: On April 13, 2023, Fathom Holdings Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”) and issued a Senior Secured Convertible Promissory Note in principal amount of $3,500,000 (the “Note”), in a private placement (the “Offering”). evidence_url: https://www.sec.gov/Archives/edgar/data/1753162/000110465923045569/0001104659-23-045569-index.htm - Material Agreements Fathom Holdings Inc. entered into Senior Secured Convertible Promissory Note with accredited investor valued at Convertible promissory note in principal amount of $3,500,000, interest at monthly average SOFR plus (effective 2023-04-13). - Action: entry - Agreement: credit facility - Counterparty: accredited investor - Value: Convertible promissory note in principal amount of $3,500,000, interest at monthly average SOFR plus - Effective: 2023-04-13 source text: The Company shall pay interest to the Investor quarterly in cash on the principal amount of the Note at a rate which fluctuates every calendar month, and is equal to (i) the monthly average Secured Overnight Financing Rate (SOFR) plus (ii) 5%, per annum (subject to certain adjustments, as provided therein); provided, that the rate of interest for any month will be at least 8% per annum. evidence_url: https://www.sec.gov/Archives/edgar/data/1753162/000110465923045569/0001104659-23-045569-index.htm - Material Agreements Fathom Holdings Inc. entered into Securities Purchase Agreement with accredited investor valued at $3,500,000 Senior Secured Convertible Promissory Note (effective 2023-04-13). - Action: entry - Agreement: notes offering - Counterparty: accredited investor - Value: $3,500,000 Senior Secured Convertible Promissory Note - Effective: 2023-04-13 source text: On April 13, 2023, Fathom Holdings Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”) and issued a Senior Secured Convertible Promissory Note in principal amount of $3,500,000 (the “Note”), in a private placement (the “Offering”). evidence_url: https://www.sec.gov/Archives/edgar/data/1753162/000110465923045569/0001104659-23-045569-index.htm - Material Agreements Fathom Holdings Inc. entered into Subsidiary Guarantee with accredited investor valued at Guarantee of the Note by certain material subsidiaries (effective 2023-04-13). - Action: entry - Counterparty: accredited investor - Value: Guarantee of the Note by certain material subsidiaries - Effective: 2023-04-13 source text: The obligations under the Note are guaranteed by certain of the Company’s existing and future material subsidiaries (the “Material Subsidiaries”), pursuant to the Subsidiary Guarantee by the Material Subsidiaries in favor of the Investor. evidence_url: https://www.sec.gov/Archives/edgar/data/1753162/000110465923045569/0001104659-23-045569-index.htm - Material Agreements Fathom Holdings Inc. entered into Security Agreement with accredited investor valued at Secures the Note by all of the Company's existing and future assets (effective 2023-04-13). - Action: entry - Counterparty: accredited investor - Value: Secures the Note by all of the Company's existing and future assets - Effective: 2023-04-13 source text: The Note is secured by all the Company’s existing and future assets, pursuant to the Security Agreement by and between the Company and the Investor. evidence_url: https://www.sec.gov/Archives/edgar/data/1753162/000110465923045569/0001104659-23-045569-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.