As filed with the Securities and Exchange Commission
on November 12, 2024
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FATHOM HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| North
Carolina |
82-1518164 |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
2000 Regency Parkway Drive, Suite 300
Cary, North Carolina, 27518
(Address of principal executive offices) (Zip Code)
Fathom Holdings Inc. 2019 Omnibus Stock Incentive
Plan, as amended
(Full title of the plan)
Marco Fregenal
Chief Executive Officer
2000 Regency Parkway Drive, Suite 300
Cary, North Carolina, 27518
Telephone: (888) 455-6040
(Name and address of agent for service) (Telephone
number, including area code, of agent for service)
Copies to:
Andrew J. Gibbons, Esq.
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
(919) 781-4000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
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¨ |
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Accelerated filer |
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¨ |
| Non-accelerated filer |
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x |
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Smaller reporting company |
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x |
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Emerging growth company |
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x |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x
EXPLANATORY NOTE
This Registration Statement is being filed by
the Registrant to register an additional 1,600,000 shares of Common Stock, securities of the same class for which a Registration Statement
on Form S-8 relating to the 2019 Omnibus Incentive Stock Plan, as amended (the “2019 Stock Plan”) is effective. Accordingly,
the contents of the previous Registration Statements on Forms S-8 filed by the Registrant with the Securities and Exchange Commission
(the “Commission”) on August 21, 2020 (File No. 333-248234), June 15, 2022 (File No. 333-265625) and September 14,
2023 (File No. 333-274517) (the “Previous Registration Statements”), including periodic reports filed after the Previous
Registration Statements on Forms S-8 to maintain current information about the Registrant, are incorporated by reference into this Registration
Statement pursuant to General Instruction E of Form S-8.
On June 28, 2024, the Registrant’s
Board of Directors approved an increase of 1,600,000 shares in the number of shares of Common Stock reserved under the 2019 Stock Plan.
The Registrant’s shareholders approved the increase on August 19, 2024. Accordingly, the number of shares of Common Stock available
for issuance was increased by 1,600,000 shares effective August 19, 2024.
This Registration Statement registers the 1,600,000
additional shares of Common Stock that became available for issuance under the 2019 Stock Plan on August 19, 2024, as a result of
the amendment. Previously, 5,760,778 shares reserved for issuance under the 2019 Stock Plan were registered under the Previous Registration
Statements. An aggregate of 320,769 shares of Common Stock available for issuance under the 2019 Stock Plan have not been registered due
to an available exemption under Rule 701.
| Item 3. |
Incorporation of Documents by Reference. |
The following documents previously
filed by the Registrant with the Commission are incorporated herein by reference:
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(a) |
the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 19, 2024, as amended on April 29, 2024 and July 2, 2024; |
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(b) |
the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on May 13, 2024; |
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(c) |
the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the Commission on August 13, 2024; |
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(d) |
the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Commission on November 12, 2024; |
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(e) |
the Registrant’s
Current Report on Form 8-K filed with the Commission on March 14,
2024, May 9,
2024, May 9,
2024, August 12,
2024, August 19,
2024, September 16,
2024, September 27,
2024, November 7, 2024; and |
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(f) |
the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on July 28, 2020 and as may be amended from time to time. |
In
addition, documents filed, but not furnished, by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered under this Registration
Statement have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents. In no event, however, will any of the information, including exhibits,
that the Registrant discloses under Item 2.02 and Item 7.01 of any report on Form 8-K that has been or may be, from time to time,
furnished to the Commission, be incorporated by reference into or otherwise become a part of this Registration Statement.
Any
statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to
the extent that a statement contained herein (or in any other subsequently filed document that also is or is deemed to be incorporated
by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute
a part hereof except as so modified or superseded.
The following exhibits
are filed as part of this Registration Statement:
* Filed herewith.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Cary, State of North Carolina, on the 12th day of November, 2024.
| FATHOM HOLDINGS INC. |
|
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| By: |
/s/ Marco Fregenal |
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Marco Fregenal |
|
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Chief Executive Officer
(Principal Executive Officer) |
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
individual whose signature appears below hereby constitutes and appoints each of Marco Fregenal and Joanne Zach, acting singly, his or
her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
|
Capacity |
|
Date |
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| /s/ Marco Fregenal |
|
Chief Executive Officer, Director |
|
November 12, 2024 |
| Marco Fregenal |
|
(Principal Executive Officer) |
|
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| /s/ Joanne Zach |
|
Chief Financial Officer, |
|
November 12, 2024 |
| Joanne Zach |
|
(Principal Financial Officer) |
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| /s/ Scott Flanders |
|
Director |
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November 12, 2024 |
| Scott Flanders |
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| /s/ Ravila Gupta |
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Director |
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November 12, 2024 |
| Ravila Gupta |
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| /s/ David C. Hood |
|
Director |
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November 12, 2024 |
| David C. Hood |
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| /s/ Stephen Murray |
|
Director |
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November 12, 2024 |
| Stephen Murray |
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| /s/ Jennifer B. Venable |
|
Director |
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November 12, 2024 |
| Jennifer B. Venable |
|
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Exhibit 5.1
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607-7506
November 12, 2024
Fathom Holdings Inc.
2000 Regency Parkway Drive, Suite 300
Cary, North Carolina, 27518
| |
Re: |
Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have examined the Registration Statement on
Form S-8 filed on or about the date hereof by Fathom Holdings Inc., a North Carolina corporation (the “Registrant”),
with the Securities and Exchange Commission (the “Registration Statement”), in connection with the registration under the
Securities Act of 1933, as amended, of 1,600,000 shares of the Registrant’s common stock, no par value per share (the “Plan
Shares”), to be issued pursuant to the Registrant’s 2019 Omnibus Stock Incentive Plan, as amended (the “2019 Stock Plan”).
In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals
and the conformity with the original of all documents submitted to us as copies thereof.
As the Registrant’s legal counsel, we have
examined the proceedings taken, and are familiar with the proceedings proposed to be taken, in connection with the sale of the Plan Shares
pursuant to the 2019 Stock Plan.
It is our opinion that, upon completion of the
proceedings being taken or contemplated by us, as your counsel, to be taken prior to the issuance of the Plan Shares, the Plan Shares
when issued in the manner referred to in the Registration Statement and in accordance with the 2019 Stock Plan, will be validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit
to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the
Prospectus constituting a part thereof, and any amendments thereto.
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Sincerely,
/s/ WYRICK ROBBINS YATES & PONTON LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report dated March 19, 2024, relating to the financial statements of Fathom Holdings
Inc., appearing in the Annual Report on Form 10-K of Fathom Holdings Inc. for the year ended December 31, 2023.
/s/ Deloitte & Touche LLP
Raleigh, North Carolina
November 12, 2024
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Fathom Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type |
|
Security
Class
Title |
|
Fee
Calculation
Rule |
|
Amount
Registered(1)(2) |
|
|
Proposed
Maximum
Offering
Price Per
Share(3) |
|
Maximum
Aggregate
Offering
Price(3) |
|
|
Fee Rate |
|
Amount of
Registration
Fee |
|
| Equity |
|
Common Stock, no par value per share |
|
Rules 457(c) and (h)(1) |
|
|
1,600,000 |
|
|
$ |
2.24 |
|
$ |
3,576,000 |
|
|
|
$153.10 per $1,000,000 |
|
$ |
548.00 |
|
| Total Offering Amounts |
|
|
|
|
|
$ |
3,576,000 |
|
|
|
|
|
$ |
548.00 |
|
| Total Fee Offsets |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0 |
|
| Net Fee Due |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
548.00 |
|
| (1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of common stock, no par value per share (the “Common Stock”), of Fathom Holdings Inc. (the “Registrant’) as may be issued to prevent dilution of the shares of Common Stock covered hereby resulting from stock splits, stock dividends or similar transactions. |
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| (2) |
Consists of 1,600,000 additional shares of Common Stock reserved for issuance under the Fathom Holdings Inc. 2019 Omnibus Stock Incentive Plan, as amended (the “2019 Stock Plan”). Previously, 5,760,778 shares under the 2019 Stock Plan were registered under Registration Statement No. 333-248234, Registration Statement No. 333-265625 and Registration Statement No. 333-274517. |
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|
| (3) |
Calculated solely for the purpose of this offering pursuant to Rule 457(c) and 457(h)(1) of the Securities Act on the basis of the average of the high and low prices of the Registrant’s Common Stock on the Nasdaq Capital Market on November 8, 2024. |
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