Fathom Holdings Prices Underwritten Public Offering of Common Stock

Rhea-AI Summary

Fathom Holdings (Nasdaq: FTHM), a technology-driven real estate services platform, has announced the pricing of an underwritten public offering of 3,000,000 shares of common stock at $2.00 per share.

The company expects to receive net proceeds of approximately $5.4 million after underwriting discounts and expenses. The underwriter, Roth Capital Partners, has a 45-day option to purchase up to an additional 15% of shares. The offering is set to close on September 22, 2025, with proceeds intended for general corporate purposes.

Positive

• Expected net proceeds of $5.4 million to strengthen corporate operations
• Additional potential proceeds through 15% overallotment option

Negative

• Potential dilution for existing shareholders with 3 million new shares
• Low offering price of $2.00 per share suggests challenging market conditions

Insights

Financial Analyst

Fathom is raising $5.4M through a dilutive stock offering at $2/share, signaling potential cash needs amid challenging market conditions.

Fathom Holdings is conducting a significant capital raise through an underwritten public offering of 3 million shares at $2.00 per share. This offering is expected to generate approximately $5.4 million in net proceeds after underwriting discounts and expenses. The underwriter also has a 45-day option to purchase up to an additional 15% of shares on the same terms.

The $2.00 pricing is noteworthy as it likely represents a discount to recent trading prices, which is typical for secondary offerings but dilutes existing shareholders. This dilution will increase the company's outstanding share count by at least 23% (based on approximately 13 million shares outstanding before this offering).

The stated use of proceeds for "general corporate purposes" is deliberately vague, which could indicate working capital needs rather than specific growth initiatives. For a technology-driven real estate platform, this capital raise comes during a challenging period for both the real estate and technology sectors, with rising interest rates pressuring both housing markets and growth stock valuations.

The timing suggests Fathom needs to strengthen its balance sheet, potentially to extend its operational runway or address existing obligations. The company's choice of a fully underwritten offering (versus alternatives like an at-the-market program) indicates a desire for immediate capital injection rather than gradual fundraising.

Investors should note that Roth Capital Partners is serving as the sole manager, suggesting a focused rather than broadly syndicated distribution approach for this offering, which is expected to close on September 22, 2025.

CARY, N.C., Sept. 19, 2025 (GLOBE NEWSWIRE) -- Fathom Holdings Inc. (Nasdaq: FTHM), a national, technology-driven real estate services platform, today announced the pricing of an underwritten public offering of 3,000,000 shares of its common stock 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 and anticipated expenses, the Company expects to receive net proceeds of approximately $5.4 million, not including exercise of the overallotment option. The offering is expected to close on September 22, 2025, subject to customary closing conditions. The Company intends to use the net proceeds from the offering for general corporate purposes.

Roth Capital Partners is acting as sole manager for the offering.

A shelf registration statement relating to the shares of common stock to be issued in the 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 SEC 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, and SaaS offerings to brokerages and agents by leveraging its proprietary cloud-based software, intelliAgent. The Company's brands include Fathom Realty, Encompass Lending, intelliAgent, LiveBy, Real Results, Verus Title, and Cornerstone. For more information, visit www.FathomInc.com.

Cautionary Note Concerning Forward-Looking Statements

This press release contains "forward-looking statements" that involve risks and uncertainties which we expect will or may occur in the future and may impact our business, financial condition and results of operations. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including risks associated with general economic conditions, including rising interest rates; the Company’s ability to generate positive operational cash flow; risks associated with the Company's ability to continue achieving significant growth; the Company’s ability to continue its growth trajectory while achieving profitability over time; risks related to ongoing and future litigation; and other risks as set forth 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 the Company’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:

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

FAQ

What is the price per share for Fathom Holdings (FTHM) public offering in September 2025?

Fathom Holdings priced its public offering at $2.00 per share for 3,000,000 shares of common stock.

How much money will Fathom Holdings (FTHM) raise from the September 2025 offering?

Fathom Holdings expects to receive net proceeds of approximately $5.4 million after underwriting discounts and expenses, not including potential proceeds from the overallotment option.

When will Fathom Holdings (FTHM) public offering close?

The offering is expected to close on September 22, 2025, subject to customary closing conditions.

Who is the underwriter for Fathom Holdings (FTHM) public offering?

Roth Capital Partners is acting as the sole manager for the offering.

How will Fathom Holdings (FTHM) use the proceeds from the offering?

Fathom Holdings intends to use the net proceeds from the offering for general corporate purposes.