Fathom, NXH scrap merger; note conversion price cut to $0.65, maturity extended to Nov 1

Fathom Holdings Inc.

Fathom (FTHM) and Neighborhood Intelligence (NXH) mutually terminated their June 16, 2026 merger agreement on Oct. 5, 2026; neither party owes the termination fee.
Second Omnibus Amendment cut the convertible notes' conversion price from $4.25 to $0.65 per share and raised interest to 18% per annum from Oct. 1, 2026 until repaid.
Note maturity extended from Oct. 1, 2026 to Nov. 1, 2026; issuances capped at 19.99% of shares outstanding as of Oct. 1, 2026.
Fathom Chairman Scott Flanders was a Holder of one of the notes; the related-party amendment was approved by independent directors and reimburses up to $5,000 in legal fees.
NXH will retain ownership of its blockchain and digital assets, including tZERO; the two companies will explore data sharing and other collaboration while remaining independent.

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