Fathom Holdings Inc. has entered into a Second Omnibus Amendment to its Senior Secured Convertible Promissory Notes, dated October 1, 2026. The amendment modifies the terms of the notes originally issued on September 25, 2024, to two accredited investors.
The amendment extends the maturity date of the notes from October 1, 2026, to November 1, 2026. Additionally, the conversion price for the notes has been adjusted from $4.25 per share to $0.65 per share of the Company’s common stock.
Interest rates on the outstanding principal have increased from the previous terms to 18% per annum. The amendment also establishes an exchange cap, prohibiting the issuance of shares if it would exceed 19.99% of the Company’s issued and outstanding common stock as of October 1, 2026.
Separately, the Company has terminated its previously announced Merger Agreement with Neighborhood Intelligence, Inc. (NXH). The termination agreement, dated October 5, 2026, stipulates that neither party will owe a termination fee. The Boards of Directors for both companies concluded that proceeding with the merger at current valuations would not reflect the fair value of either entity.
Despite the termination of the merger, the companies intend to explore strategic collaboration, including data sharing and the use of complementary assets. Scott Flanders, Chairman of Fathom’s Board, participated in the note amendment as a holder of one of the notes. This related-party transaction was approved by a majority of the independent directors on the Board.
