The information in this preliminary
prospectus supplement and the accompanying prospectus, relating to an effective registration statement under the Securities Act of 1933,
as amended, is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer
to sell these securities, and we are not soliciting an offer to buy these securities, in any jurisdiction where the offer and sale is
not permitted.
Filed Pursuant to Rule 424(b)(5)
Registration Number 333-259478
Subject to completion, dated
[November] [ ], 2023
Preliminary prospectus supplement
(To prospectus dated September 17, 2021)
Shares
Common
Stock
We are offering shares of our common stock, no par value, and the
selling shareholder named in this prospectus supplement is offering shares of our common stock. We will not receive any proceeds from
the sale of our shares of common stock by the selling shareholder in this offering. Our common stock is listed on the Nasdaq Capital
Market under the symbol “FTHM”. The last reported sale price of our common stock on November [ ], 2023 was $[______]
per share.
We are an “emerging growth company” as defined under
the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.
Investing in our securities involves a high degree of risk. See
“Risk Factors” beginning on page S-5 of this prospectus supplement and on page 8 of the accompanying prospectus,
as well as the documents incorporated by reference into this prospectus supplement and accompanying prospectus, to read about factors
you should consider before investing in our securities.
|
|
Per
share |
|
Total |
|
Price to the public |
|
$ |
|
|
$ |
|
|
Underwriting discounts and commissions(1) |
|
$ |
|
|
$ |
|
|
Proceeds to us (before expenses) |
|
$ |
|
|
$ |
|
|
Proceeds to the selling shareholder (before
expenses) |
|
$ |
|
|
$ |
|
|
(1) We have agreed to reimburse the underwriters for certain
expenses that are not reflected above. See “Underwriting”.
We intend to grant the underwriters an option to purchase up to
additional shares of common stock at the public offering price, less underwriting discounts and commissions, within [45 days] from the
date of this prospectus supplement. See “Underwriting” for more information.
Neither the U.S. Securities and Exchange Commission nor any other
regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement.
Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the shares of common stock to purchasers
on or about December , 2023.
Roth Capital
Partners
Prospectus supplement dated
, 2023
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
SUPPLEMENT
On September 13, 2021, we filed a Registration Statement on Form S-3
(File No. 333-259478) with the United States Securities and Exchange Commission (the “SEC”) using a shelf registration
process. The Registration Statement was declared effective by the SEC on September 17, 2021.
This prospectus supplement describes the specific terms of an offering
of our common stock by us and the selling shareholder named in this prospectus supplement, and also adds to and updates information contained
in the accompanying prospectus and the documents incorporated by reference into the accompanying prospectus. The accompanying prospectus
provides more general information. If the information in this prospectus supplement is inconsistent with the accompanying prospectus
or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the information
in this prospectus supplement.
The rules of the SEC allow us to incorporate by reference information
into this prospectus supplement. This means that important information is contained in other documents that are considered to be a part
of this prospectus supplement. Additionally, information that we file later with the SEC will automatically update and supersede this
information. You should carefully read both this prospectus supplement and the accompanying prospectus together with the additional information
that is incorporated or deemed incorporated by reference in this prospectus supplement before making an investment in our common stock.
See “Incorporation of Documents by Reference” before making an investment in our common stock. This prospectus supplement
contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents
for complete information. Copies of the documents referred to herein have been filed or will be filed or incorporated by reference as
exhibits to the Registration Statement of which this prospectus supplement is a part. The Registration Statement, including the exhibits
and documents incorporated or deemed incorporated by reference in this prospectus supplement, can be read on the SEC website mentioned
under the heading “Where You Can Find Additional Information.”
Neither the delivery of this prospectus supplement or the accompanying
prospectus, nor any sale made using this prospectus supplement or the accompanying prospectus implies that there has been no change in
our affairs or that the information in this prospectus supplement or in the accompanying prospectus is correct as of any date after their
respective dates. You should not assume that the information included in or incorporated by reference in this prospectus supplement or
the accompanying prospectus, or any future prospectus supplement or free writing prospectus prepared by us, is accurate as of any date
other than the date(s) on the front covers of those documents. Our business, financial condition, results of operations and prospects
may have changed since those dates.
You should rely only on the information contained in or incorporated
by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus prepared by us. Neither
we, the selling shareholder, nor the underwriters have authorized anyone to give you different information, and if you are given any
information that is not contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any related
free writing prospectus prepared by us, you must not rely on that information. We are not making an offer to sell securities in any jurisdiction
where the offer or sale of such securities is not permitted.
Unless the context indicates otherwise, as used in this prospectus,
the terms “Fathom,” “we,” “us,” “our,” “the Company,” “our Company”
and “our business” refer to Fathom Holdings Inc. and its direct and indirect subsidiaries. Unless the context otherwise requires,
references to “common stock” refer to our common stock, no par value.
This prospectus contains references to our trademarks and to trademarks
belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork
and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way,
that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks
and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with,
or endorsement or sponsorship of us by, any other company.
PROSPECTUS SUPPLEMENT
SUMMARY
This summary highlights information contained elsewhere in this
prospectus supplement, or incorporated by reference into this prospectus supplement and the accompanying prospectus. It might not contain
all the information that is important to you. You should carefully read the entire prospectus supplement, the accompanying prospectus,
any applicable additional prospectus supplement or free writing prospectus we file with the SEC and the information incorporated herein
and therein by reference, including the financial data and related notes and the sections entitled “Risk Factors”.
Overview
Fathom Holdings Inc. is a technology-driven, end to end real estate
services platform integrating residential brokerage, mortgage, title, insurance, and SaaS offerings to brokerages and agents by leveraging
its proprietary cloud-based software, intelliAgent. The Company's brands include Fathom Realty, Dagley Insurance, Encompass Lending,
intelliAgent, LiveBy, Real Results, Verus Title and Cornerstone. Our primary operation, Fathom Realty (as defined below), operates as
a real estate brokerage company, working with real estate agents to help individuals purchase and sell residential and commercial properties,
primarily in the South, Atlantic, Southwest, and Western parts of the United States, with the intention of expanding into all states.
As of September 30, 2023, we had approximately 11,333 agent licenses.
This figure represents growth of approximately 13.4% year-over-year.
Corporate Information
Our principal executive offices are located at 2000 Regency Parkway
Drive, Suite 300, Cary, North Carolina 27518 and our telephone number is (888) 455-6040. Our corporate website address is www.fathomrealty.com.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports
filed pursuant to Sections 13(a) and 15(d) of the Exchange Act will be made available free of charge on our website as soon
as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The contents of our website are
not incorporated into this prospectus and our reference to the URL for our website is intended to be an inactive textual reference only.
Implications of Being an Emerging Growth Company
We are an “emerging growth company” as defined in the
JOBS Act and therefore we may take advantage of certain exemptions from various public company reporting requirements. As an “emerging
growth company”:
| · | we
are permitted to present only two years of audited financial statements and two years of
related management’s discussion and analysis of financial condition and results of
operations; |
| · | we
are not required to obtain an attestation and report from our auditors on the assessment
of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act (this
exemption was recently extended indefinitely for smaller reporting companies, as defined
in Rule 12b-2 of the Exchange Act, with revenue of less than $100 million); |
| · | we
are permitted to provide less extensive disclosure about our executive compensation arrangements;
and |
| · | we
are not required to hold shareholder non-binding advisory votes on executive compensation
or golden parachute arrangements. |
However, we have chosen to irrevocably opt out of the extended transition
periods available under the JOBS Act for complying with new or revised accounting standards. We will remain an “emerging growth
company” for up to five years, although we will cease to be an “emerging growth company” upon the earliest of (1) December 31,
2025, (2) the last day of the first fiscal year in which our annual gross revenues are $1.07 billion or more, (3) the date
on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities, and
(4) the date on which we are deemed to be a “large accelerated filer” as defined in the Exchange Act.
THE OFFERING
Issuer |
|
Fathom Holdings
Inc. |
|
|
|
Common stock offered
by us |
|
shares
of common stock ( common shares if
the underwriters’ option to purchase additional shares is exercised in full) |
|
|
|
Common stock offered
by selling shareholder |
|
shares of common stock |
|
|
|
Option to purchase additional
shares |
|
The underwriters will be
granted an option to purchase up to an additional shares of common stock
from us. This option is exercisable, in whole or in part, for a period of 45 days following the date of this prospectus supplement. |
|
|
|
Common stock outstanding
upon completion of this offering |
|
shares ( shares if the underwriters exercise their option to purchase additional
shares in full) |
|
|
|
Use of proceeds |
|
We intend to use the net
proceeds we receive from this offering to fund the growth of its business, including acquisitions, sales and marketing initiatives,
working capital, and for general corporate purposes. We will not receive any proceeds from the shares sold by the selling shareholder.
See “Use of Proceeds” for more information. |
|
|
|
Risk factors
|
|
See “Risk Factors”
beginning on page S-5 of this prospectus supplement and on page 8 of the accompanying prospectus, as well as the documents
incorporated by reference into this prospectus supplement and accompanying prospectus, to read about factors you should consider
before investing in our securities. |
|
|
|
Dividend policy |
|
We do not anticipate paying
any dividends on shares of our common stock in the foreseeable future; however, we may change this policy in the future. See “Dividend
Policy” beginning on page 32 of the accompanying prospectus. |
|
|
|
Nasdaq Capital Market
symbol |
|
“FTHM” |
The
number of shares of common stock outstanding is based on an aggregate of 18,174,964 shares outstanding as of November 30,
2023, and excludes:
| · | 147,707
shares of common stock issuable upon exercise of stock options outstanding at a weighted-average
exercise price of $11.87 per share, [all] of which are vested and exercisable; |
| · | 1,977,495
shares reserved for issuance under outstanding unvested restricted stock units, or RSUs; |
| · | 1,033,690
shares of common stock available for future issuance under our Amended 2019 Omnibus Stock
Incentive Plan; and |
| · | 240,100
warrants to purchase shares of our common stock at a weighted average exercise price of $11.00
per share. |
Unless otherwise indicated, all information in this prospectus supplement
reflects or assumes no exercise by the underwriters of their option to purchase up to an additional
shares of common stock in this offering and no exercises of any outstanding stock options or warrants after September 30,
2023.
RISK FACTORS
Investing
in our securities involves a high degree of risk. You should consider carefully the risks and uncertainties, as well as other information,
in this prospectus supplement and the accompanying prospectus, including the risks described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, both of which are incorporated herein by reference, in each case as these risk factors are
amended or supplemented by our Current Reports on Form 8-K, and as updated by any other document that we subsequently file with
the SEC and that is incorporated by reference into this prospectus supplement and the accompanying prospectus, and any free writing prospectus
that we have authorized for use in connection with this offering. The risks set forth in this prospectus supplement and incorporated
herein by reference are those which we believe are the material risks that we face. These risks are not the only ones facing us and there
may be additional matters that we are unaware of or that we currently consider immaterial. The occurrence of any of such risks may materially
and adversely affect our business, financial condition, results of operations and future prospects. In such an event, the market price
of our common stock could decline, and you could lose part or all of your investment.
Risks Related to This Offering
Future sales of our common stock, or the perception that such
future sales may occur, might cause our stock price to decline.
Sales of a substantial number of shares of our common stock in the
public market, or the perception that these sales could occur, following this offering could cause the market price of our common stock
to decline. A substantial majority of the outstanding shares of our common stock are, and the shares of common stock sold in this offering
upon issuance will be, freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the
Securities Act.
We have broad discretion in the use of our cash and cash equivalents,
including any net proceeds we receive in this offering, and might not use them effectively.
Our management has broad discretion to use our cash and cash equivalents,
including any net proceeds we receive in this offering, to fund our operations and could spend these funds in ways that do not improve
our results of operations or enhance the value of our common stock, and you will not have the opportunity as part of your investment
decision to assess whether the net proceeds are being used appropriately. The failure by our management to apply these funds effectively
could result in financial losses that could have a material adverse effect on our business, cause the price of our common stock to decline
and delay the development of new services. Pending their use to fund our operations, we may invest our cash and cash equivalents, including
any net proceeds from this offering, in a manner that does not produce income or that loses value.
Because we do not intend to declare cash dividends on our shares
of common stock in the foreseeable future, shareholders must rely on appreciation of the value of our common stock for any return on
their investment.
We have never declared or paid cash dividends on our common stock.
We currently anticipate that we will retain future earnings, if any, for the development, operation and expansion of our business and
do not anticipate declaring or paying any cash dividends in the foreseeable future. In addition, the terms of any existing or future
debt agreements may preclude us from paying dividends. As a result, we expect that only appreciation of the price of our common stock,
if any, will provide a return to investors in this offering for the foreseeable future.
Purchasers of common stock in this offering will experience
immediate and substantial dilution in the book value of their investment. You may experience further dilution upon exercise of options
and warrants.
The public offering price per share of common stock in this offering
is substantially higher than the net tangible book value per share of our common stock before giving effect to this offering. Accordingly,
if you purchase common stock in this offering, you will incur immediate substantial dilution of approximately $ per share, representing
the difference between the public offering price per share of common stock and our as adjusted net tangible book value as of September 30,
2023. Furthermore, if outstanding options or warrants are exercised, you could experience further dilution. For a further description
of the dilution that you will experience immediately after this offering, see the section in this prospectus supplement entitled “Dilution.”
Risk Related to Our Business
We have been named as a defendant in a purported class action complaint
alleging unlawful collaboration and anticompetitive practices in violation of federal antitrust regulations and we cannot predict with
certainty the cost or ultimate outcome of the litigation.
We have been named as a defendant in a purported class action complaint
in the United States District Court for the Eastern District of Texas Sherman Division, filed on November 13, 2023 by plaintiffs QJ Team,
LLC and Five Points Holdings, LLC, individually and on behalf of all other persons similarly situated (the “Lawsuit”). The
Lawsuit is purportedly brought on behalf of the class consisting of all persons who listed properties on a Multiple Listing Service in
Texas using a listing agent or broker affiliated with one of the defendants named in the Lawsuit and paid a buyer broker commission beginning
on November 13, 2019. The Lawsuit alleges unlawful collaboration and anticompetitive practices in violation of federal antitrust regulations.
Though we intend to vigorously defend ourselves as we believe the
Lawsuit is particularly without merit with respect to us because of our flat fee business model, we cannot predict with certainty
the cost of our defense, the cost of prosecution, insurance coverage, or the ultimate outcome of the Lawsuit, including remedies or
damage awards. Adverse results in such litigation might harm our business and financial condition. Moreover, defending a suit,
regardless of its merits, could entail substantial expense and require the time and attention of key management personnel.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying
prospectus contain a number of “forward-looking statements”. All statements, other than statements of historical facts, regarding
our strategy, future operations, future product research or development, future financial position, future revenues, projected costs,
prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,”
“goals,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“predict,” “project,” “target,” “potential,” “will,” “would,”
“could,” “should,” “continue,” “forecast” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are
subject to a number of risks, including, but are not limited to:
| · | the
risks associated with government spending, inflation, the Federal Reserve’s policies
and rate increases, and the unprecedented rapid increase in mortgage interest rates; |
| · | our
ability to remain an innovative leader in the real estate industry; |
| · | whether
or not we are able to effectively manage rapid growth in our business; |
| · | our
ability to prevent security breaches, cybersecurity incidents, and interruptions, delays
and failures in our systems and operations; |
| · | the
risks associated with the COVID-19 pandemic; |
| · | our
ability to grow in the various local markets that we serve or expand into adjacent markets; |
| · | whether
or not we are successful in identifying and pursuing new business opportunities; |
| · | our
value proposition for agents, including allowing them to keep more of their commissions than
traditional companies do, and receive equity in our Company; |
| · | our
ability to make sure agents understand our value proposition so that we are able to attract,
retain and incentivize agents; |
| · | our
ability to attract and retain additional qualified agents and other personnel; |
| · | our
ability to compete effectively with existing and new companies in the real estate industry; |
| · | the
risks associated with making meaningful comparisons of successive quarters; |
| · | our
non-GAAP operating performance, as reported using Adjusted EBITDA, which is not equivalent
to net income (loss) as determined under GAAP; |
| · | our
ability to protect the privacy of employees, independent contractors, or consumers or personal
information that they share with us so that we do not harm our reputation and business; |
| · | our
ability to be able to expand, maintain and improve the systems and technologies upon which
we rely on to operate; |
| · | if
we fail to maintain compliance with the law and regulations of federal, state, foreign, county
governmental authorities, or private associations and governing boards, including anti-trust
laws that are the subject of ongoing litigation in a number of states, such as Texas where
we have been named as a defendant; |
| · | our
ability to sell originated loans; |
| · | our
ability to obtain sufficient financing to fund the origination of mortgage loans and grow
our mortgage business; |
| · | our
ability to establish and maintain effective internal controls over financial reporting; |
| · | the
risks associated with the loss of our current executive officers or other key management; |
| · | our
ability to protect intellectual property rights; |
| · | our
ability to be able to evaluate potential vendors, suppliers and other business partners for
acquisition in order to accelerate growth; |
| · | our
ability to integrate recently acquired businesses; |
| · | our
future revenues and growth prospects and our dependence on other contractors; |
| · | our
ability to obtain sufficient additional capital on reasonable terms in order to grow our
business; |
| · | the
risks associated with litigation filed by or against us, and adverse results therefrom; |
| · | our
ability to manage technology that is currently being developed in foreign countries, including
Brazil, which makes us subject to certain risks associated with foreign laws and regulations;
and |
| · | other
factors discussed elsewhere in this prospectus supplement and the accompanying prospectus. |
We might not actually achieve the plans, intentions or expectations
disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results
or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We
have included more detailed disclosure about important factors in the cautionary statements included in this prospectus supplement, particularly
under “Risk Factors” on page S-5 of this prospectus supplement and page 8 of the accompanying prospectus, and the
documents incorporated herein that we believe could cause actual results or events to differ materially from the forward-looking statements
that we make. The environment in which we operate is highly competitive and rapidly changing and it is not possible for our management
to predict all risks, as new risks emerge from time to time , such as the unprecedented increases in interest rates and the anti-trust
litigation against many participants in the real estate industry in a number of states, including Texas where we have been named as a
defendant.
You should read this prospectus supplement and the document incorporated
by reference completely and with the understanding that our actual future results may be materially different from what we expect.
Except as required by law, we undertake no obligation to update or
revise any forward-looking statements to reflect new information or future events or developments. You should therefore not rely on these
forward-looking statements as representing our views as of any date subsequent to the date of this prospectus supplement. You also should
not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements.
Before deciding to purchase our securities, you should carefully consider the risk factors discussed in this prospectus supplement.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the sale of shares
of common stock in this offering of approximately $ million, based on the public offering price of $
per share of common stock, after deducting underwriting discounts and commissions and estimated offering expenses payable by us (or $
million if the underwriters exercise in full their option to purchase additional shares). We will not receive any of the proceeds from
the sale of our common shares by the selling shareholder.
We intend to use the net proceeds we receive from this offering to
fund the growth of its business, including acquisitions, sales and marketing initiatives, working capital, and for general corporate
purposes.
Our expected use of net proceeds from this offering represents our
current intentions based upon our present plans and business condition. As of the date of this prospectus supplement, we cannot predict
with complete certainty all of the particular uses for the net proceeds to be received upon the completion of this or the actual amounts
that we will spend on the uses set forth above. We may find it necessary or advisable to use the net proceeds for other purposes, and
our management will retain broad discretion over the allocation of the net proceeds of this offering. Pending the uses described above,
we plan to invest the net proceeds from this offering in corporate savings accounts with top tier commercial banks, short- and intermediate-term,
interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.
SELLING SHAREHOLDER
The
selling shareholder, Joshua Harley, our Founder and Chief Evangelist, may offer and sell an aggregate of up to shares of our common
stock in this offering. The shares of our common stock that will be offered and sold by the selling shareholder were issued and outstanding
prior to the date of the registration statement to which this prospectus supplement relates and were originally acquired by the selling
shareholder as founder’s shares in connection with our formation or through private offerings prior to our initial public offering.
The following table and accompanying footnote set forth information
as of November 30, 2023 regarding the beneficial ownership of the selling shareholder and as adjusted to give effect to this offering.
A person is a “beneficial owner” of a security if that person has or shares “voting power,” which includes the
power to vote or to direct the voting of the security, or “investment power,” which includes the power to dispose of or to
direct the disposition of the security or has the right to acquire such powers within 60 days. Percentage of beneficial ownership is
based on 18,174,964 shares of common stock outstanding as of November 30, 2023. Unless otherwise indicated, the address for each
listed selling shareholder is c/o Fathom Holdings Inc., 2000 Regency Parkway Drive, Suite 300, Cary, North Carolina 27518.
| |
Shares
of common stock beneficially owned before this offering | | |
Maximum | | |
Shares
of common stock beneficially owned after this offering | |
Name and address of beneficial owner | |
Number
of shares | | |
Total
voting percentage | | |
number of shares being offered | | |
Number
of shares | | |
Total
voting percentage | |
Joshua Harley | |
| 5,547,485 | (1) | |
| 30.5 | % | |
| | | |
| | | |
| | % |
(1) |
Includes an aggregate of 1,700,000
shares held by three trusts for which Mr. Harley serves as a trustee and one of which he is a beneficiary. Also includes
9,558 shares under a restricted stock award that will vest in full on March 4, 2024; 4,426 shares under a restricted award that
will vest in full on July 1, 2024; 18,466 shares under a restricted award that will vest in full on November 30, 2024;
29,616 shares under a restricted award that will vest in full on March 31, 2024; 31,888 shares under a restricted award that
will vest in full on December 14, 2023; 47,170 shares under a restricted award that will vest in full on December 14, 2023;
58,140 shares under a restricted award that will vest in full on May 31, 2024; 58,824 shares under a restricted award that will
vest in full on August 30, 2024; 363,032 shares held in trust for Mr. Harley’s wife in which Mr. Harley has
voting control; and 343,032 shares that are held in trust for Mr. Harley’s brother-in-law in which Mr. Harley has
voting control. Does not include 225,000 restricted units that vest in full on September 10, 2024. |
DILUTION
If you purchase shares of common stock in this offering you will experience
dilution to the extent of the difference between the public offering price per share in this offering and our as adjusted net tangible
book value per share immediately after this offering.
Net tangible book value per share represents total tangible assets
less total liabilities, divided by the number of shares of common stock outstanding. Our historical net tangible book value as of September 30,
2023 was $[ ], or $[ ] per share of common stock.
After giving effect to the sale of
shares of common stock sold by us in this offering at the offering price of $ per share, and our
receipt of an estimated $ million of net proceeds therefrom, after deducting underwriting discounts and commissions
and estimated offering expenses payable by us, and excluding any additional shares of common stock that may be issuable upon the exercise
of the underwriters’ option to purchase additional shares and excluding the shares sold by the selling shareholder in this offering,
our as adjusted net tangible book value as of September 30, 2023 would have been $ , or $
per share. This represents an immediate increase in net tangible book value of $ per share to existing
shareholders and an immediate dilution in net tangible book value of $ per share to investors in
this offering. The following table illustrates this dilution on a per share basis:
Public offering price per share | |
| | | |
$ | | |
Historical net tangible book value per share as of September 30, 2023 | |
$ | [ ] | | |
| | |
Increase in net tangible book value per
share attributable to this offering | |
$ | ____ | | |
| | |
As adjusted tangible book value per share, after giving effect
to this offering | |
| | | |
$ | | |
Dilution per share to investors in this offering | |
| | | |
$ | | |
If the underwriters exercise in full their option to purchase additional
shares of common stock from us in this offering, the net tangible book value per share after this offering would be $
per share, which amount represents an immediate increase in net tangible book value of $ per share
of our common stock to existing shareholders and an immediate dilution in net tangible book value of $
per share of our common stock to investors purchasing shares in this offering.
The
number of shares of common stock outstanding is based on an aggregate of 18,174,473 shares outstanding as of September 30,
2023, and excludes:
| · | 147,707
shares of common stock issuable upon exercise of stock options outstanding at a weighted-average
exercise price of $11.87 per share, [all] of which are vested and exercisable; |
| · | 1,977,986 shares reserved for issuance under outstanding unvested restricted stock units, or RSUs; |
| · | 1,033,690
shares of common stock available for future issuance under our 2019 Amended Omnibus Stock
Incentive Plan; and |
| · | 240,100
warrants to purchase shares of our common stock at a weighted average exercise price of $11.00
per share. |
To the extent that outstanding options or warrants have been or may
be exercised or other shares issued, investors purchasing our common stock in this offering may experience further dilution. In addition,
we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient
funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible
debt securities, the issuance of these securities could result in further dilution to our shareholders.
UNDERWRITING
Roth Capital Partners, LLC is acting as representative of each of
the underwriters named below. Subject to the terms and conditions set forth in an underwriting agreement among us, the selling shareholder
and the underwriters, we and the selling shareholder have agreed to sell to the underwriters, and each of the underwriters has agreed,
severally and not jointly, to purchase from us and the selling shareholder, the number of shares of common stock set forth opposite its
name below.
Underwriter | |
Number
of Shares | |
Roth Capital Partners, LLC | |
| | |
[ ] | |
| | |
Total | |
| | |
Subject to the terms and conditions set forth in the underwriting
agreement, the underwriters have agreed, severally and not jointly, to purchase all of the shares sold under the underwriting agreement
if any of these shares are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of
the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.
We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in respect of those
liabilities.
The underwriters are offering the shares, subject to prior sale, when,
as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the shares,
and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer’s certificates
and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole
or in part.
Commissions and Discounts
The representatives have advised us that the underwriters propose
initially to offer the shares to the public at the public offering price set forth on the cover page of this prospectus supplement
and to dealers at that price less a concession not in excess of $ per share.
After the initial offering, the public offering price, concession or any other term of the offering may be changed.
The following table shows the public offering price, underwriting
discount and proceeds before expenses to us and the selling shareholder named in this prospectus supplement. The information assumes
either no exercise or full exercise by the underwriters of their option to purchase additional shares.
| |
Per Share | | |
Without
Option | | |
With Option | |
Public offering price | |
| | | |
| | | |
| | |
Underwriting discount | |
| | | |
| | | |
| | |
Proceeds, before expenses, to us | |
| | | |
| | | |
| | |
Proceeds, before expenses, to the selling shareholder | |
| | | |
| | | |
| | |
We have agreed to reimburse certain expenses of the underwriters relating
to this offering as set forth in the underwriting agreement, including the fees and expenses of the underwriter’s legal counsel.
However, the maximum amount we have agreed to reimburse the underwriter for their accountable expenses will not exceed $100,000.
The expenses of the offering, not including the underwriting discount,
are estimated at $ and are payable by us.
Option to Purchase Additional Shares
We have granted an option to the underwriters, exercisable for 45
days after the date of this prospectus supplement, to purchase up to additional shares
at the public offering price, less the underwriting discount. If the underwriters exercise this option, they will be obligated, subject
to conditions contained in the underwriting agreement, to purchase a number of additional shares proportionate to that underwriter’s
initial amount reflected in the above table.
No Sales of Similar Securities
We, our executive officers, directors and the selling shareholder have
agreed not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common
stock, for 90 days after the date of this prospectus supplement, except in the case of the selling shareholder for 180 days, without first
obtaining the written consent of the representatives. Specifically, we and these other persons have agreed, with certain limited exceptions,
not to directly or indirectly
| · | offer,
pledge, sell or contract to sell any common stock; |
| · | sell
any option or contract to purchase any common stock; |
| · | purchase
any option or contract to sell any common stock; |
| · | grant
any option, right or warrant for the sale of any common stock; |
| · | lend
or otherwise dispose of or transfer any common stock; |
| · | request
or demand that we file a registration statement related to the common stock; or |
| · | enter
into any swap or other agreement that transfers, in whole or in part, the economic consequence
of ownership of any common stock whether any such swap or transaction is to be settled by
delivery of shares or other securities, in cash or otherwise. |
This lock-up provision applies to common stock and to securities convertible
into or exchangeable or exercisable for or repayable with common stock. It also applies to common stock owned now or acquired later by
the person executing the agreement or for which the person executing the agreement later acquires the power of disposition.
These restrictions on future issuances by us are subject to exceptions
for (i) the issuance of shares of our common stock to be sold in this offering, (ii) any shares of our common stock issued by us upon
the exercise of an option or warrant or the conversion of a security currently outstanding and described in the documents incorporated
by reference herein, (iii) any shares of our common stock issued or options to purchase our common stock granted pursuant to existing
employee benefit plans described in the documents incorporated by reference herein, (iv) any shares of our common stock issued pursuant
to any non-employee director stock plan or dividend reinvestment plan referred to in the documents incorporated by reference herein, or
(v) the issuance by us of shares of common stock or securities convertible into or exchangeable for shares of common stock or that represent
the right to receive shares of common stock in connection with the acquisition by us of the securities, business, technology, property
or other assets of another person or entity, provided that such aggregate number of shares of common stock issued pursuant to this clause
(v) during such 90-day period (180-day period, in the case of the selling shareholder) shall not exceed five percent of the total shares
of common stock outstanding as of the date hereof and that if there are any recipients of common stock pursuant to this clause (v) during
such 90-day period (180-day period, in the case of the selling shareholder), we will bind such recipients to the same restrictions for
the remainder of the 90-day period (180-day period, in the case of the selling shareholder). In addition, these restrictions on future
dispositions by our directors and executive officers are subject to exceptions for (i) one or more bona fide gift transfers, (ii) transfers
to any trust for the direct or indirect benefit of them or their immediate family, (iii) as a distribution to their limited partners or
shareholders, (iv) to their affiliates or to any investment fund or other entity controlled or managed by them and (v) the exercise of
stock options granted pursuant to our equity incentive plans; provided that it shall apply to any of the securities issued upon such
exercise, or transfers of shares of our common stock pursuant to any existing plan that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B)
under the Exchange Act.
Nasdaq Capital Market Listing
The shares are listed on the Nasdaq Capital Market under the symbol
“FTHM”.
Price Stabilization, Short Positions
Until the distribution of the shares is completed, SEC rules may
limit underwriters and selling group members from bidding for and purchasing our common stock. However, the representatives may engage
in transactions that stabilize the price of the common stock, such as bids or purchases to peg, fix or maintain that price.
In connection with the offering, the underwriters may purchase and
sell our common stock in the open market. These transactions may include short sales, purchases on the open market to cover positions
created by short sales and stabilizing transactions. Short sales involve the sale by the underwriters of a greater number of shares than
they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’
option to purchase additional shares described above. The underwriters may close out any covered short position by either exercising
their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out
the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open
market as compared to the price at which they may purchase shares through the option granted to them. “Naked” short sales
are sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market.
A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price
of our common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing
transactions consist of various bids for or purchases of shares of common stock made by the underwriters in the open market prior to
the completion of the offering.
Similar to other purchase transactions, the underwriters’ purchases
to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or
retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price
that might otherwise exist in the open market. The underwriters may conduct these transactions on the Nasdaq Capital Market, in the over-the-counter
market or otherwise.
Neither we nor any of the underwriters make any representation or
prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock.
In addition, neither we nor any of the underwriters make any representation that the representatives will engage in these transactions
or that these transactions, once commenced, will not be discontinued without notice.
Passive Market Making
In connection with this offering, underwriters and selling group members
may engage in passive market making transactions in the common stock on the Nasdaq Capital Market in accordance with Rule 103 of
Regulation M under the Exchange Act during a period before the commencement of offers or sales of common stock and extending through
the completion of distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of
that security. However, if all independent bids are lowered below the passive market maker’s bid, that bid must then be lowered
when specified purchase limits are exceeded. Passive market making may cause the price of our common stock to be higher than the price
that otherwise would exist in the open market in the absence of those transactions. The underwriters and dealers are not required to
engage in passive market making and may end passive market making activities at any time.
Electronic Distribution
In connection with the offering, certain of the underwriters or securities
dealers may distribute prospectuses by electronic means, such as e-mail.
Other Relationships
Some of the underwriters and their affiliates have engaged in, and
may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates.
They have received, or may in the future receive, customary fees and commissions for these transactions.
In addition, in the ordinary course of their business activities,
the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers.
Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and
their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities
or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and
instruments.
European Economic Area
In relation to each member state of the European Economic Area, no
offer of shares of our common stock which are the subject of the offering has been, or will be made to the public in that Member State,
other than under the following exemptions under the Prospectus Directive:
| (a) | to any legal entity which is a qualified investor as defined in
the Prospectus Directive; |
| (b) | to fewer than 150 natural or legal persons (other than qualified
investors as defined in the Prospectus Directive), subject to obtaining the prior consent
of the Representatives for any such offer; or |
| (c) | in any other circumstances falling within Article 3(2) of
the Prospectus Directive, |
provided
that no such offer of shares of our common stock referred to in (a) to (c) above shall result in a requirement for
the Company, the selling shareholder or any representative to publish a prospectus pursuant to Article 3 of the Prospectus Directive,
or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
Each person located in a Member State to whom any offer of shares
of our common stock is made or who receives any communication in respect of an offer of shares of our common stock, or who initially
acquires any shares of our common stock will be deemed to have represented, warranted, acknowledged and agreed to and with each Representative
and the Company that (1) it is a “qualified investor” within the meaning of the law in that Member State implementing
Article 2(1)(e) of the Prospectus Directive; and (2) in the case of any shares of our common stock acquired by it
as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, the shares of our common stock
acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to,
persons in any Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances
in which the prior consent of the Representatives has been given to the offer or resale; or where shares of our common stock have
been acquired by it on behalf of persons in any Member State other than qualified investors, the offer of those shares of our common
stock to it is not treated under the Prospectus Directive as having been made to such persons.
The Company, the selling shareholder, the representatives and their
respective affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgments and agreements.
This prospectus supplement has been prepared on the basis that any
offer of shares of our common stock in any Member State will be made pursuant to an exemption under the Prospectus Directive from the
requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Member
State of shares of our common stock which are the subject of the offering contemplated in this prospectus supplement may only do so in
circumstances in which no obligation arises for the Company, the selling shareholder or any of the representatives to publish a prospectus
pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the representatives have authorized,
nor do they authorize, the making of any offer of shares of our common stock in circumstances in which an obligation arises for the Company,
the selling shareholder or the Representatives to publish a prospectus for such offer.
For the purposes of this provision, the expression an “offer
of shares of our common stock to the public” in relation to any shares of our common stock in any Member State means the communication
in any form and by any means of sufficient information on the terms of the offer and the shares of our common stock to be offered so
as to enable an investor to decide to purchase or subscribe the shares of our common stock, as the same may be varied in that Member
State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means
Directive 2003/71/EC (as amended) and includes any relevant implementing measure in each Member State. The above selling restriction
is in addition to any other selling restrictions set out below.
Notice to Prospective Investors in the United Kingdom
In addition, in the United Kingdom, this document is being distributed
only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors”
(as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within
Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”)
and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to
(d) of the Order (all such persons together being referred to as “relevant persons”). This document must not be acted
on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity
to which this document relates is only available to, and will be engaged in with, relevant persons.
Notice to Prospective Investors in Switzerland
The shares of our common stock may not be publicly offered in Switzerland
and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in
Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or
art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing
Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document
nor any other offering or marketing material relating to the shares of our common stock or the offering may be publicly distributed or
otherwise made publicly available in Switzerland.
Neither this document nor any other offering or marketing material
relating to the offering, the Company, the shares of our common stock have been or will be filed with or approved by any Swiss regulatory
authority. In particular, this document will not be filed with, and the offer of shares of our common stock will not be supervised by,
the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares of our common stock has not been and will not
be authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers
of interests in collective investment schemes under the CISA does not extend to acquirers of shares of our common stock.
Notice to Prospective Investors in the Dubai International Financial
Centre
This prospectus supplement relates to an Exempt Offer in accordance
with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus supplement is
intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered
to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt
Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility
for the prospectus supplement. The shares of our common stock to which this prospectus supplement relates may be illiquid and/or subject
to restrictions on their resale. Prospective purchasers of the shares of our common stock offered should conduct their own due diligence
on the shares of our common stock. If you do not understand the contents of this prospectus supplement you should consult an authorized
financial advisor.
Notice to Prospective Investors in Australia
No placement document, prospectus, product disclosure statement or
other disclosure document has been lodged with the Australian Securities and Investments Commission (“ASIC”), in relation
to the offering. This prospectus supplement does not constitute a prospectus, product disclosure statement or other disclosure document
under the Corporations Act 2001 (the “Corporations Act”), and does not purport to include the information required for a
prospectus, product disclosure statement or other disclosure document under the Corporations Act.
Any offer in Australia of the shares of our common stock may only
be made to persons (the “Exempt Investors”) who are “sophisticated investors” (within the meaning of section
708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations
Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the
shares of our common stock without disclosure to investors under Chapter 6D of the Corporations Act.
The shares of our common stock applied for by Exempt Investors in
Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under the offering, except
in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption
under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter
6D of the Corporations Act. Any person acquiring shares of our common stock must observe such Australian on-sale restrictions.
This prospectus supplement contains general information only and does
not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain
any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether
the information in this prospectus supplement is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert
advice on those matters.
Notice to Prospective Investors in Hong Kong
The shares of our common stock have not been offered or sold and will
not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined
in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other
circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of
Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document
relating to the shares of our common stock has been or may be issued or has been or may be in the possession of any person for the purposes
of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the
public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares of our common
stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as
defined in the Securities and Futures Ordinance and any rules made under that Ordinance.
Notice to Prospective Investors in Japan
The shares of our common stock have not been and will not be registered
under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and, accordingly, will not be offered
or sold, directly or indirectly, in Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly
or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws, regulations and ministerial guidelines
promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph,
“Japanese Person” shall mean any person resident in Japan, including any corporation or other entity organized under the
laws of Japan.
Notice to Prospective Investors in Singapore
This prospectus supplement has not been registered as a prospectus
with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any other document or material in connection with
the offer or sale, or invitation for subscription or purchase, of shares of our common stock may not be circulated or distributed, nor
may the shares of our common stock be offered or sold, or be made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities
and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or
any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the shares of our common stock are subscribed or purchased under
Section 275 of the SFA by a relevant person which is:
| (a) | a corporation (which is not an accredited investor (as defined in
Section 4A of the SFA)) the sole business of which is to hold investments and the entire
share capital of which is owned by one or more individuals, each of whom is an accredited
investor; or |
| (b) | a trust (where the trustee is not an accredited investor) whose
sole purpose is to hold investments and each beneficiary of the trust is an individual who
is an accredited investor, |
securities (as defined in Section 239(1) of the SFA) of
that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within
six months after that corporation or that trust has acquired the shares of our common stock pursuant to an offer made under Section 275
of the SFA except:
| (c) | to an institutional investor or to a relevant person defined in
Section 275(2) of the SFA, or to any person arising from an offer referred to in
Section 275(1A) or Section 276(4)(i)(B) of the SFA; |
| (d) | where no consideration is or will be given for the transfer; |
| (e) | where the transfer is by operation of law; |
| (f) | as specified in Section 276(7) of the SFA; or |
| (g) | as specified in Regulation 32 of the Securities and Futures (Offers
of Investments) (Shares and Debentures) Regulations 2005 of Singapore. |
Notice to Prospective Investors in Canada
The shares of our common stock may be sold only to purchasers purchasing,
or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions
or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares of our common stock must be
made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada
may provide a purchaser with remedies for rescission or damages if this prospectus supplement (including any amendment thereto) contains
a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed
by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions
of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal
advisor.
Pursuant to section 3A.3 (or, in the case of securities issued or
guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI
33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts
of interest in connection with this offering.
LEGAL MATTERS
The validity of the securities being offered hereby will be passed
upon for us by Wyrick Robbins Yates & Ponton LLP, Raleigh, North Carolina. Certain legal matters in connection with the offering
will be passed upon for the underwriters by Pryor Cashman LLP, New York, New York.
EXPERTS
The financial statements as of December 31, 2022 and 2021, and for
each of the two years in the period ended December 31, 2022, incorporated by reference in this Prospectus, have been audited by Deloitte
& Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated
by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL
INFORMATION
This prospectus supplement, which constitutes a part of the registration
statement on Form S-3 that we have filed with the SEC under the Securities Act, does not contain all of the information in the registration
statement and its exhibits. For further information with respect to us and the securities offered by this prospectus supplement, you
should refer to the accompanying prospectus, which constitutes a part of the registration statement, the registration statement and the
exhibits filed as part of the registration statement. Statements contained in this prospectus supplement and the accompanying prospectus
as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you
to the copy of the contract or other document filed as an exhibit to the registration statement.
We are subject to the reporting requirements of the Exchange Act and
file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings and the
documents incorporated by reference and any exhibits, including the registration statement, over the Internet at the SEC’s website
at http://www.sec.gov. We also maintain a website at http://www.fathomrealty.com, at which you may access these materials
free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information
contained in, or that can be accessed through, our website is not part of this prospectus supplement.
INCORPORATION OF DOCUMENTS
BY REFERENCE
The SEC allows us to “incorporate by reference” information
that we file with them. Incorporation by reference allows us to disclose important information to you by referring you to those other
documents. The information incorporated by reference is an important part of this prospectus supplement, and information that we file
later with the SEC will automatically update and supersede this information. We are incorporating by reference the documents listed below,
which we have already filed with the SEC, and all documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act prior to the termination of the offering, except as to any portion of any future report or document that is not deemed
filed under such provisions:
| · | our
Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with
the SEC on March 30, 2023, as amended on May 1, 2023; |
| · | our Current Reports on Form 8-K, filed with the SEC on March 10,
2023, April 14,
2023, June 28,
2023, July 6,
2023, August 28,
2023; November 13,
2023 and November 28, 2023; and |
| · | the
description of our common stock contained in Exhibit 4.2 to our Annual Report on Form 10-K
for the year ended December 31, 2021, as filed with the SEC on March 24, 2021,
including any amendments or reports filed for the purpose of updating such description. |
Any statement contained in this prospectus supplement or in a document
incorporated or deemed to be incorporated by reference into this prospectus supplement will be deemed to be modified or superseded for
purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or other subsequently filed
document that also is or is deemed to be incorporated by reference into this prospectus supplement modifies or supersedes the statement.
Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus
supplement.
We will provide, without charge, to each person, including any beneficial
owner, to whom a copy of this prospectus supplement is delivered, upon such person’s written or oral request, a copy of any and
all of the information incorporated by reference in this prospectus supplement, other than exhibits to such documents, unless such exhibits
are specifically incorporated by reference into the information incorporated by reference into this prospectus supplement. Requests should
be directed to the Secretary at Fathom Holdings Inc., 2000 Regency Parkway Drive, Suite 300, Cary, North Carolina 27518, phone (888)
455-6040. You may also find these documents in the “Investors” section of our website, fathomrealty.com. The information
on our website is not incorporated into this prospectus.
You should rely only on information contained in, or incorporated
by reference into, this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with information
different from that contained in this prospectus supplement and the accompanying prospectus or incorporated by reference in this prospectus
supplement or the accompanying prospectus. We are not making offers to sell the securities in any jurisdiction in which such an offer
or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to
whom it is unlawful to make such offer or solicitation.
PROSPECTUS
$100,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights and/or
Units
Up to 350,000 Shares of Common Stock Offering
by Selling Shareholders
We may offer and sell from time to time up to $100,000,000 of our
shares of common stock; shares of preferred stock; debt securities; warrants; rights to purchase common stock, preferred stock, debt
securities or units; or units that include any of these securities, in one or more offerings in amounts, at prices and on terms that
we will determine at the time of offering. Any selling shareholders named in a prospectus supplement may also offer and sell shares of
our common stock from time to time in one or more offerings in amounts, at prices and on terms that will be determined at the time of
such offerings. We will not receive proceeds from any sale of our common stock by selling shareholders.
Selling shareholders may also offer up to 350,000 shares of our common
stock from time to time in connection with one or more offerings. We will not receive any proceeds from the sale of any securities by
the selling shareholders.
This prospectus provides you with a description of our securities
and a general description of the other securities we may offer. A prospectus supplement containing specific information about the terms
of the securities being offered and the offering, including the compensation of any underwriter, agent or dealer, will accompany this
prospectus to the extent required. In the case of an offering by selling shareholders, information about the selling shareholders, including
the relationship between the selling shareholders and us, will also be included in the applicable prospectus supplement. Any prospectus
supplement may also add, update or change information contained in this prospectus. If information in any prospectus supplement is inconsistent
with the information in this prospectus, then the information in that prospectus supplement will apply and will supersede the information
in this prospectus. You should carefully read both this prospectus and any prospectus supplement, together with additional information
described in “Where You Can Find Additional Information” and “Incorporation of Documents by Reference”, before
you invest in our securities.
We are an “emerging growth company” under the federal
securities laws and, as such, we are subject to reduced public company disclosure standards.
Investing in our securities involves a high degree of risk. See
“Risk Factors” beginning on page 8 of this prospectus, in any accompanying prospectus supplement and in the documents
incorporated by reference into this prospectus and any accompanying prospectus supplement, to read about factors you should consider
before investing in our securities.
Our common stock is listed on the Nasdaq Capital Market under the
symbol “FTHM”. The last reported sale price of our common stock on September 10, 2021 was $28.05 per share. We recommend
that you obtain current market quotations for our common stock prior to making an investment decision.
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
The date of this prospectus is ,
2021
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a Registration Statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using
a “shelf” registration process or continuous offering process. By using a shelf registration statement, we and/or the selling
shareholders to be named in a prospectus supplement to this prospectus may, from time to time, offer shares of our common stock; and
we may, from time to time, offer shares of our preferred stock, debt securities, warrants for such securities, rights to purchase our
securities, and/or units that include any of these securities, in one or more offerings, up to a total dollar amount of
$100,000,000.
This prospectus provides you with a general description of the securities
we and/or the selling shareholders may offer. Each time we and/or the selling shareholders offer securities under this prospectus, we
will provide a prospectus supplement that will contain specific information about the terms of that offering.
We and/or the selling shareholders may sell the securities (a) through
agents; (b) through underwriters or dealers; (c) directly to one or more purchasers; or (d) through a combination of any of these methods
of sale. See “Plan of Distribution” on page 11. A prospectus supplement (or pricing supplement), which we will provide to
you each time we and/or the selling shareholders offer securities using this registration statement, will provide the names of any underwriters,
dealers, or agents involved in the sale of the securities, and any applicable fee, commission or discount arrangements with them.
This prospectus does not contain all of the information included
in the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration
statement, including its exhibits. Prospectus supplements may also add, update or change information contained or incorporated by reference
in this prospectus. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer
a security that is not registered and described in this prospectus at the time of its effectiveness. This prospectus, together with any
applicable prospectus supplements and the documents incorporated by reference into this prospectus or any prospectus supplement, will
include material information relating to the offering. You should carefully read this prospectus, the applicable prospectus supplement,
the information and documents incorporated herein by reference and the additional information under the heading “Where You Can
Find Additional Information” before making an investment decision.
You should rely only on the information we have provided or incorporated
by reference in this prospectus or any prospectus supplement. We have not authorized anyone to provide you with information different
from that contained or incorporated by reference in this prospectus or any prospectus supplement. No dealer, salesperson or other person
is authorized to give any information or to represent anything not contained or incorporated by reference in this prospectus or any prospectus
supplement. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities
offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information
in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and that any information
we have incorporated herein by reference is accurate only as of the date of the document incorporated by reference, regardless of the
time of delivery of this prospectus and any prospectus supplement or any sale of a security.
To the extent there are inconsistencies between this prospectus,
any prospectus supplement and any documents incorporated by reference, the document with the most recent date will control.
This prospectus may not
be used to consummate sales of our securities, unless it is accompanied by a prospectus supplement.
Unless the context indicates otherwise, as used in this prospectus,
the terms “Fathom,” “we,” “us,” “our,” “the Company,” “our Company”
and “our business” refer to Fathom Holdings Inc. and its direct and indirect subsidiaries.
This prospectus contains references to our trademarks and to trademarks
belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork
and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way,
that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks
and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with,
or endorsement or sponsorship of us by, any other company.
SPECIAL NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve substantial
risks and uncertainties. All statements, other than statements of historical facts, included in this prospectus regarding our strategy,
future operations, future product research or development, future financial position, future revenues, projected costs, prospects, plans
and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “goals,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,”
“project,” “target,” “potential,” “will,” “would,” “could,” “should,”
“continue,” “forecast” and similar expressions are intended to identify forward-looking statements, although
not all forward-looking statements contain these identifying words. Forward-looking statements in this prospectus are subject to a number
of risks, including, but are not limited to:
| · | our
ability to remain an innovative leader in the real estate industry; |
| · | whether
or not we are able to effectively manage rapid growth in our business; |
| · | the
risks associated with the COVID-19 pandemic; |
| · | our
ability to grow in the various local markets that we serve; |
| · | whether
or not we are successful in identifying and pursuing new business opportunities; |
| · | our
ability to integrate our recently acquired businesses, including in particular those that
are outside our core competencies as a real estate brokerage; |
| · | our
value proposition for agents, including allowing them to keep more of their commissions than
traditional companies do, and our ability to make sure agents understand our value proposition
so that we can attract, retain and incentivize agents; |
| · | the
risks associated with making meaningful comparisons of successive quarters; |
| · | our
ability to protect the privacy of employees, independent contractors, or consumers or personal
information that they share with us so that we do not harm our reputation and business; |
| · | our
failure to be able to expand, maintain and improve the systems and technologies upon which
we rely on to operate; |
| · | our
failure to prevent security breaches, cybersecurity incidents, and interruptions, delays
and failures in our systems and operations; |
| · | if
we fail to maintain compliance with the law and regulations of federal, state, foreign, county
governmental authorities, or private associations and governing boards; |
| · | our
ability to remediate the material weaknesses identified in our internal controls over financial
reporting; |
| · | the
risks associated with the failure of our mortgage business to sell its originated loans; |
| · | the
risks associated with the loss of our current executive officers or other key management; |
| · | the
risks associated with employee or agent litigation and unfavorable publicity; |
| · | our
failure to protect intellectual property rights; |
| · | our
ability to be able to evaluate potential vendors, suppliers and other business partners for
acquisition in order to accelerate growth; |
| · | our
future revenues and growth prospects and our dependence on other contractors; |
| · | our
potential need to acquire additional capital to support business growth, which might not
be available on acceptable terms, if at all; |
| · | our
non-GAAP operating performance, as reported using Adjusted EBITDA, is not equivalent to net
income (loss) from operations as determined under GAAP, and shareholders may consider GAAP
measures to be more relevant to our operating performance; |
| · | the
risks associated with litigation filed by or against us, and adverse results therefrom; |
| · | our
ability to manage technology that is currently developed in foreign countries, including
Brazil, which makes us subject to certain risks associated with foreign laws and regulations;
and |
| · | other
factors discussed elsewhere in this prospectus and in any prospectus supplement. |
We might not actually achieve the plans, intentions or expectations
disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results
or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We
have included more detailed disclosure about important factors in the cautionary statements included in this prospectus, particularly
under “Risk Factors” on page 8 of this prospectus and the documents incorporated herein that we believe could cause actual
results or events to differ materially from the forward-looking statements that we make. The environment in which we operate is highly
competitive and rapidly changing and it is not possible for our management to predict all risks, as new risks emerge from time to time.
You should read this prospectus and the documents that we have filed
as exhibits to this prospectus completely and with the understanding that our actual future results may be materially different from
what we expect.
Except as required by law, we undertake no obligation to update or
revise any forward-looking statements to reflect new information or future events or developments. You should therefore not rely on these
forward-looking statements as representing our views as of any date subsequent to the date of this prospectus. You also should not assume
that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. Before
deciding to purchase our securities, you should carefully consider the risk factors discussed in this prospectus.
THE COMPANY
Overview
Fathom Holdings Inc. is a technology-driven, real estate services
platform integrating residential brokerage, mortgage, title, insurance, and SaaS offerings to brokerages and agents by leveraging its
proprietary cloud-based software, intelliAgent. The Company's brands include Fathom Realty, Dagley Insurance, Encompass Lending, intelliAgent,
LiveBy, Real Results, and Verus Title, with operations in over 30 states across the United States.
In November of 2020, we finalized our acquisition of Verus Title Inc.,
a technology-based provider of title insurance services for the residential real estate market (“Verus”). Verus currently
operates in 19 states, utilizing a virtual model with minimal offices, with plans for a full U.S. rollout over the long-term. We believe
this acquisition has the potential to increase our revenue per agent and per transaction as we integrate Verus into our various markets
across the United States.
In March of 2021 we, through our wholly owned subsidiary IntelliAgent,
LLC, completed the acquisition of technology platform Naberly Solutions to reduce Fathom’s reliance on third-party technology providers
and offer more robust technology to agents to help them grow their businesses.
In March of 2021, we also finalized the acquisition of Red Barn Real
Estate, an approximately 230 agent real estate brokerage located in the Atlanta, Georgia market.
In April 2021, we purchased 100% of the outstanding capital stock
of E4:9 Holdings, Inc., a holding company with three operating subsidiaries, Encompass Lending Group (mortgage), Dagley Insurance Agency
(home, auto, and other insurance) and Real Results (lead generation). These companies are expected to provide agents and associates with
new opportunities to grow their businesses, while giving consumers a one-stop-shop for all of their housing needs.
Also in April 2021 we purchased 100% of outstanding capital stock
of LiveBy, Inc., a SaaS business with a technology platform that offers competitive, hyper-local tools for real estate professionals.
In June 2021 we completed the acquisition of the real estate brokerage
business of Epic Realty, LLC, a growing regional brokerage based in greater Boise, Idaho, with approximately 350 agents.
Corporate Information
We were incorporated under the laws of the state of North Carolina
on May 5, 2017 as a private company. We completed our initial public offering in July 2020.
Our principal executive offices are located at 2000 Regency Parkway
Drive, Suite 300, Cary, North Carolina, NC 27518 and our telephone number is (888) 455-6040. Our corporate website address is www.fathomrealty.com.
Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed pursuant
to Sections 13(a) and 15(d) of the Exchange Act will be made available free of charge on our website as soon as reasonably practicable
after we electronically file such material with, or furnish it to, the SEC. The contents of our website are not incorporated into this
prospectus and our reference to the URL for our website is intended to be an inactive textual reference only.
Implications of Being an Emerging Growth Company
We are an “emerging growth company” as defined in the
JOBS Act and therefore we may take advantage of certain exemptions from various public company reporting requirements. As an “emerging
growth company”:
| · | we
will present no more than two years of audited financial statements and no more than two
years of related management’s discussion and analysis of financial condition and results
of operations; |
| | |
| · | we
will avail ourselves of the exemption from the requirement to obtain an attestation and report
from our auditors on the assessment of our internal control over financial reporting pursuant
to the Sarbanes-Oxley Act (this exemption was recently extended indefinitely for smaller
reporting companies, as defined in Rule 12b-2 of the Exchange Act, with revenue of less than
$100 million); |
| | |
| · | we
will provide less extensive disclosure about our executive compensation arrangements; and |
| | |
| · | we
will not require shareholder non-binding advisory votes on executive compensation or golden
parachute arrangements. |
However, we have chosen to irrevocably opt out of
the extended transition periods available under the JOBS Act for complying with new or revised accounting standards. We will remain an
“emerging growth company” for up to five years, although we will cease to be an “emerging growth company” upon
the earliest of (1) December 31, 2025, (2) the last day of the first fiscal year in which our annual gross revenues are $1.07 billion
or more, (3) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible
debt securities, and (4) the date on which we are deemed to be a “large accelerated filer” as defined in the Exchange Act.
RISK FACTORS
Investing in our securities involves a high degree of risk. You should
consider carefully the risks and uncertainties described in “Risk Factors” in our most recently filed Annual Report on Form
10-K filed with the SEC, in each case as these risk factors are amended or supplemented by subsequent Quarterly Reports on Form 10-Q
or Current Reports on Form 8-K that have been or will be incorporated by reference in this prospectus. The prospectus supplement relating
to a particular offering of our securities may also discuss certain risks of investing in that offering. The risks incorporated herein
by reference and set forth or incorporated by reference in any prospectus supplement are those which we believe are the material risks
that we face. The occurrence of any of such risks may materially and adversely affect our business, financial condition, results of operations
and future prospects. In such an event, the market price of our common stock could decline, the value of any other securities we may
issue could decline, and you could lose part or all of your investment.
USE OF PROCEEDS
We cannot assure you that we will receive any proceeds in connection
with securities offered by us pursuant to this prospectus. Unless otherwise provided in the applicable prospectus supplement, we intend
to use the net proceeds from the sale of our securities by us under this prospectus for general corporate purposes, including financing
growth by obtaining agents at a faster pace, developing new services and funding capital expenditures, acquisitions, and investments,
and general and administrative expenses. We will set forth in the applicable prospectus supplement our intended use for the net proceeds
received from the sale of any securities by us. Pending the application of any net proceeds, we intend to invest the net proceeds generally
in short-term, investment grade, interest-bearing securities. In the case of a sale of shares of our common stock by any selling shareholder,
we will not receive any proceeds from the sale of our common stock.
SELLING SHAREHOLDERS
This
prospectus also relates to the possible resale by certain of our shareholders of up to an aggregate of 350,000 shares of our common stock
(plus an indeterminate number of shares of our common stock that may be issued upon stock splits, stock dividends or similar transactions
in accordance with Rule 416 under the Securities Act) that were previously acquired by such shareholders as founder’s shares in
connection with our formation or through private offerings prior to our initial public offering. Unless the context otherwise
requires, as used in this prospectus, “selling shareholders” includes the selling shareholders named in the table below and
donees, pledgees, transferees or other successors-in-interest selling shares received from the selling shareholders as a gift, pledge,
partnership distribution or other transfer after the date of this prospectus, and any such persons will be named in the applicable prospectus
supplement. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale
from time to time.
The selling shareholders consist of Joshua Harley,
our Chairman, Chief Executive Officer and a director of the Company, and Marco Fregenal, our President and Chief Financial Officer and
a director of the Company. None of the selling shareholders is an affiliate of any broker-dealer.
The following table, based upon information currently
known by us, sets forth as of September 10, 2021: (i) the number of shares of common stock held of record or beneficially by the
selling shareholders as of such date (as determined below); and (ii) the number of shares that may be offered under this prospectus by
the selling shareholders. The beneficial ownership of the common stock set forth in the following table is determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the information is not necessarily indicative
of beneficial ownership for any other purpose. This table is based upon information supplied to us by the selling shareholders and information
filed with the SEC. The selling shareholders may sell or transfer all or a portion of their shares of our common stock pursuant to any
available exemption from the registration requirements of the Securities Act.
Name
and Address |
|
Number
of Shares
Beneficially Owned
Prior to Offering (1) |
|
|
Number
of
Shares Registered for Sale |
|
|
Number
of Shares to be
Owned after the Offering |
|
|
Percent of
Outstanding Shares
to be Owned after
the Offering |
|
Joshua Harley |
|
|
5,584,634 |
(2) |
|
|
200,000 |
|
|
|
5,384,634 |
|
|
|
36.39 |
% |
Marco Fregenal |
|
|
1, 264,965 |
(3) |
|
|
150,000 |
|
|
|
1,114,965 |
|
|
|
7.54 |
% |
| (1) | We
do not know when or in what amounts the selling shareholders will offer shares for sale,
if at all. The selling shareholders may sell any or all of the shares included in and offered
by this prospectus. Because the selling shareholders may offer all or some of the shares
pursuant to this offering, we cannot estimate the number of shares that will be held by the
selling shareholders after completion of this offering. However, for purposes of this table,
we have assumed that after completion of this offering, none of the shares included in and
covered by this prospectus will be held by the selling shareholders. |
| (2) | Includes
an aggregate of 1,700,000 shares held by three trusts for which Mr. Harley serves as a trustee
and one of which he is a beneficiary. Also includes 9,558 shares under a restricted stock
award that will vest on March 4, 2024; 363,032 shares that are held in trust for Mr. Harley’s
wife in which Mr. Harley has voting control; and 363,032 shares that are held in trust for
Mr. Harley’s brother-in-law in which Mr. Harley has voting control. |
| (3) | Includes
8,359 shares under a restricted stock award that will vest on March 4, 2024. Does not include
150,000 shares held by a trust for the benefit of Mr. Fregenal’s children. Mr. Fregenal’s
wife is trustee of the trust. Also does not include 329 shares of restricted stock held by
Mr. Fregenal’s wife, which will vest on March 4, 2024. The reporting person disclaims
beneficial ownership of these securities. |
PLAN OF DISTRIBUTION
We and/or the selling shareholders, if applicable, may sell securities
pursuant to this prospectus from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination
of these methods. We and/or the selling shareholders may sell the securities to or through underwriters or dealers, through agents, or
directly to one or more purchasers. The securities may be distributed from time to time in one or more transactions:
| · | at
a fixed price or prices, which may be changed; |
| · | at
market prices prevailing at the time of sale; |
| · | at
prices related to such prevailing market prices; or |
In addition, we may issue the securities as a dividend or distribution
or in a subscription rights offering to our existing security holders.
We and/or the selling shareholders may directly solicit offers to
purchase securities, or agents may be designated to solicit such offers. In the prospectus supplement relating to such offering, we will
name any agent that could be viewed as an underwriter under the Securities Act and describe any commissions that we must pay to any such
agent. Any such agent will be acting on a best efforts basis for the period of its appointment or, if indicated in the applicable prospectus
supplement, on a firm commitment basis. This prospectus may be used in connection with any offering of our securities through any of
these methods or other methods described in the applicable prospectus supplement.
A prospectus supplement or supplements (and any related free writing
prospectus that we may authorize to be provided to you) will describe the terms of the offering of the securities, including, to the
extent applicable:
| · | the
name or names of any selling shareholders, and their relationship to us; |
| · | the
name or names of the underwriters, if any; |
| · | the
purchase price of the securities or other consideration therefor, and the proceeds and use
of proceeds, if any, we will receive from the sale; |
| · | any
public offering price; |
| · | any
over-allotment options under which underwriters may purchase additional securities from us; |
| · | any
agency fees or underwriting discounts and other items constituting agents’ or underwriters’
compensation; |
| · | any
discounts or concessions allowed or reallowed or paid to dealers; and |
| · | any
securities exchange or market on which the securities may be listed. |
If any underwriters or agents are used in the sale
of the securities in respect of which this prospectus is delivered, we will enter into an underwriting agreement, sales agreement or
other agreement with them at the time of sale, and we will set forth in the prospectus supplement relating to such offering the names
of the underwriters or agents and the terms of the related agreement with them.
In connection with the offering of securities, we
and/or the selling shareholders may grant to the underwriters an option to purchase additional securities with an additional underwriting
commission, as may be set forth in the accompanying prospectus supplement. If such option is granted, the terms of such option will be
set forth in the prospectus supplement for such securities.
If a dealer is used in the sale of the securities
in respect of which the prospectus is delivered, we will sell such securities to the dealer, as principal. The dealer, who may be deemed
to be an “underwriter” as that term is defined in the Securities Act, may then resell such securities to the public at varying
prices to be determined by such dealer at the time of resale.
If we offer securities in a subscription rights offering to our existing
security holders, we may enter into a standby underwriting agreement with dealers, acting as standby underwriters. We may pay the standby
underwriters a commitment fee for the securities they commit to purchase on a standby basis. If we do not enter into a standby underwriting
arrangement, we may retain a dealer-manager to manage a subscription rights offering for us.
Agents, underwriters, dealers and other persons may be entitled under
agreements which they may enter into with us to indemnification by us against certain civil liabilities, including liabilities under
the Securities Act, and may be customers of, engage in transactions with or perform services for us in the ordinary course of business.
If so indicated in the applicable prospectus supplement, we will authorize
underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase securities from us pursuant
to delayed delivery contracts providing for payment and delivery on the date stated in the prospectus supplement. Each contract will
be for an amount not less than, and the aggregate amount of securities sold pursuant to such contracts shall not be less nor more than,
the respective amounts stated in the prospectus supplement. Institutions with whom the contracts, when authorized, may be made include
commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other
institutions, but shall in all cases be subject to our approval. Delayed delivery contracts will not be subject to any conditions except
that:
| · | the
purchase by an institution of the securities covered under that contract shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which that institution
is subject; and |
| · | if
the securities are also being sold to underwriters acting as principals for their own account,
the underwriters shall have purchased such securities not sold for delayed delivery. The
underwriters and other persons acting as our agents will not have any responsibility in respect
of the validity or performance of delayed delivery contracts. |
Offered securities may also be offered and sold, if so indicated in
the prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant
to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents for us. Any
remarketing firm will be identified and the terms of its agreement, if any, with us and its compensation will be described in the applicable
prospectus supplement. Remarketing firms may be deemed to be underwriters in connection with their remarketing of offered securities.
Certain agents, underwriters and dealers, and their associates and
affiliates, may be customers of, have borrowing relationships with, engage in other transactions with, or perform services, including
investment banking services, for us or one or more of our respective affiliates in the ordinary course of business.
In order to facilitate the offering of the securities, any underwriters
may engage in transactions that stabilize, maintain or otherwise affect the price of the securities or any other securities the prices
of which may be used to determine payments on such securities. Specifically, any underwriters may over allot in connection with the offering,
creating a short position for their own accounts. In addition, to cover overallotments or to stabilize the price of the securities or
of any such other securities, the underwriters may bid for, and purchase, the securities or any such other securities in the open market.
Finally, in any offering of the securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions
allowed to an underwriter or a dealer for distributing the securities in the offering if the syndicate repurchases previously distributed
securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may
stabilize or maintain the market price of the securities above independent market levels. Any such underwriters are not required to engage
in these activities and may end any of these activities at any time.
We may engage in at the market offerings into an existing trading
market in accordance with Rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative transactions with third
parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus
supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the
applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by us or borrowed
from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us
in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will
be an underwriter and, if not identified in this prospectus, will be named in the applicable prospectus supplement (or a post-effective
amendment). In addition, we may otherwise loan or pledge securities to a financial institution or other third party that in turn may
sell the securities short using this prospectus and an applicable prospectus supplement. Such financial institution or other third party
may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
The securities may be new issues of securities and may have no established
trading market. The securities may or may not be listed on a national securities exchange. We can make no assurance as to the liquidity
of or the existence of trading markets for any of the securities.
The specific terms of any lock-up provisions in respect of any given
offering will be described in the applicable prospectus supplement.
The underwriters, dealers and agents may engage in transactions with
us, or perform services for us, in the ordinary course of business for which they receive compensation.
The anticipated date of delivery of offered securities will be set
forth in the applicable prospectus supplement relating to each offer.
Selling shareholders may also sell securities under Rule 144 under
the Securities Act, if available, or pursuant to other available exemptions from the registration requirements under the Securities Act,
rather than under this prospectus. Registration of the common stock covered by this prospectus does not mean that any shares of common
stock will be offered or sold.
DESCRIPTION OF OUR CAPITAL
STOCK
The following description summarizes the material terms of our capital
stock as of the date of this prospectus. Because it is only a summary, it does not contain all the information that may be important
to you. For a complete description of our capital stock, you should refer to our Restated Articles of Incorporation and our Amended and
Restated Bylaws, and to the provisions of applicable North Carolina law.
General
Our authorized capital stock consists of 100,000,000 shares of common
stock with no par value, of which 14,744,539 shares were issued and outstanding as of June 30, 2021. Our common stock may be issued from
time to time without prior approval by our shareholders. Our common stock may be issued for such consideration as may be fixed from time
to time by our Board of Directors (the “Board”).
Common Stock
Our Company, a North Carolina corporation, is authorized to issue
100,000,000 shares of common stock with no par value per share. Each share of common stock shall have one vote per share for all purposes.
The holders of a majority of the shares entitled to vote, present in person or represented by proxy shall constitute a quorum at all
meetings of our shareholders. Our common stock does not provide preemptive, subscription or conversion rights and there are no redemption
or sinking fund provisions or rights. Our common shareholders are not entitled to cumulative voting for election of our Board. In the
event of a liquidation, dissolution or winding up of our Company, holders of common stock are entitled to share ratably in all of our
assets remaining after payment of liabilities.
Holders of common stock are entitled to receive ratably such dividends
as may be declared by our Board out of funds legally available therefor as well as any distributions to the security holder. We have
never paid cash dividends on our common stock, and do not expect to pay such dividends in the foreseeable future.
Options
As of June 30, 2021, we had outstanding options to purchase an aggregate
of 43,998 shares of our common stock, with a weighted average exercise price of $20.46 per share, under our 2017 Stock Plan and 2019
Omnibus Stock Incentive Plan.
Warrants
As
of June 30, 2021, we had outstanding warrants to purchase an aggregate of 240,100 shares of our common stock, exercisable at a per share
exercise price of $11.00, and exercisable at any time from and after January 31, 2021 through August 4, 2025.
Charter, Bylaw and Statutory Provisions Having Potential “Anti-takeover”
Effects
The following paragraphs summarize certain provisions of our articles
of incorporation, bylaws and North Carolina law that may have the effect, or be used as a means, of delaying or preventing attempts to
acquire us take control of our Company, or to remove or replace incumbent directors, that are not first approved by our Board, even if
those proposed actions are favored by our shareholders.
| · | Authorized
Shares. Our amended and restated articles of incorporation currently
authorize the issuance of 100,000,000 shares of common stock. Our Board is authorized to
approve the issuance of shares of our common stock from time to time. This provision gives
our Board flexibility to effect, among other transactions, financings, acquisitions, stock
dividends, stock splits and grants of stock options. However, our Board’s authority
also could be used, consistent with our Board’s fiduciary duty, to deter future attempts
to gain control of the Company by issuing additional common stock to persons friendly to
management in order to attempt to block a tender offer, merger or other transaction by which
a third party seeks to gain control. |
| | |
| · | Advance
Notice of Director Nominations. Our amended and restated bylaws provide
for advance notice procedures with respect to shareholder proposals and the nomination of
candidates for election as directors. Pursuant to these provisions, to be timely, a shareholder’s
notice must meet certain requirements with respect to its content and be received at our
principal executive offices, addressed to the secretary of our Company, within the proscribed
time periods. These provisions may have the effect of precluding the conduct of certain business
at a meeting if the proper procedures are not followed. These provisions may also discourage
or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s
own slate of directors or otherwise attempting to obtain control of our Company. |
| | |
| · | Special
Meetings of Shareholders. Our bylaws provide that special meetings of
our shareholders may be called only by or at the direction of (a) our Board, (b) the
Chairman of our Board, or (c) our President of the Company or (d) shareholders
holding a majority of outstanding common stock. |
| | |
| · | Amendment
of Bylaws. Subject to certain limitations under North Carolina law,
our bylaws may be amended or repealed by either our Board or our shareholders. Therefore,
our Board is authorized to amend or repeal bylaws without the approval of our shareholders.
However, a bylaw adopted, amended or repealed by our shareholders might not be readopted,
amended or repealed by our Board alone unless our articles of incorporation or a bylaw adopted
by our shareholders authorizes our Board to adopt, amend or repeal that particular bylaw
or the bylaws generally. |
| | |
| · | Action
by Written Consent. For so long as Mr. Harley beneficially owns
a majority of the Company’s outstanding common stock, under our restated articles of
incorporation, any action required or permitted to be taken at a meeting of our shareholders
may be taken without a meeting by written consent of a majority of our shareholders. After
Mr. Harley beneficially owns less than a majority of our outstanding stock, no action
by written consent of our shareholders can be taken without a meeting. |
Choice of Forum
Our amended and restated bylaws provide that, unless we consent in
writing to the selection of an alternative forum, North Carolina state court is, to the fullest extent permitted by law, the sole and
exclusive forum for:
| · | any
derivative action or proceeding brought on behalf of the Company; |
| | |
| · | any
action asserting a claim of breach of a fiduciary duty owed by any director or officer or
other employee of the Company to the Company or the Company’s shareholders; |
| · | any
action asserting a claim against the Company or any director or officer or other employee
of the Company arising pursuant to any provision of the North Carolina Business Corporation
Act or the Company’s articles of incorporation or bylaws (as either may be amended
from time to time); or |
| | |
| · | any
action asserting a claim against the Company or any director or officer or other employee
of the Company governed by the internal affairs doctrine. |
The enforceability of similar choice of forum provisions in other
companies’ organizational documents has been challenged in legal proceedings, and it is possible that, in connection with any action,
a court could find the choice of forum provisions contained in our bylaws to be inapplicable or unenforceable in such action. These provisions
would not apply to suits brought to enforce a duty or liability created by the Exchange Act, Securities Act or any other claim for which
the federal courts have exclusive or concurrent jurisdiction. Any person or entity purchasing or otherwise acquiring any interest in
our securities shall be deemed to have notice of and consented to these provisions. Our exclusive forum provision will not relieve us
of our duties to comply with the federal securities laws and the rules and regulations thereunder, and our shareholders will not be deemed
to have waived our compliance with these laws, rules and regulations.
This provision of our bylaws could have the effect of discouraging
others from attempting hostile takeovers and may also have the effect of preventing changes in our management. It is possible that these
provisions could make it more difficult to accomplish transactions that shareholders may otherwise deem to be in their best interests.
Trading Market
Our common stock is listed on The NASDAQ Capital Market under the
symbol “FTHM”.
Transfer Agent
The transfer agent of our common stock is Continental Stock Transfer
& Trust Company. Their address is 1 State Street Plaza, 30th Floor, New York, NY 10004.
DESCRIPTION OF PREFERRED
STOCK
As of September 10, 2021, no shares of preferred stock had been issued
or were outstanding and we are not authorized to issue any shares of preferred stock; however, it is possible that we could amend our
Articles of Incorporation to authorize the issuance of shares of preferred stock.
We will file as an exhibit to the Registration Statement of which
this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate of designation
or amendment to our Articles of Incorporation that describes the terms of any series of preferred stock we are offering before the issuance
of that series of preferred stock. This description will include, but not be limited to, the following: (i) the title and stated value;
(ii) the number of shares we are offering; (iii) the liquidation preference per share; (iv) the purchase price; (v) the dividend rate,
period and payment date and method of calculation for dividends; (vi) whether dividends will be cumulative or non-cumulative and, if
cumulative, the date from which dividends will accumulate; (vii) the provisions for a sinking fund, if any; (viii) the provisions for
redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; (ix)
whether the preferred stock will be convertible into our Common Stock, and, if applicable, the conversion price, or how it will be calculated,
and the conversion period; (x) whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange
price, or how it will be calculated, and the exchange period; (xi) voting rights, if any, of the preferred stock; (x) preemptive rights,
if any; (xi) restrictions on transfer, sale or other assignment, if any; (xii) a discussion of any material United States federal income
tax considerations applicable to the preferred stock; (xiii) the relative ranking and preferences of the preferred stock as to dividend
rights and rights if we liquidate, dissolve or wind up our affairs; (xiv) any limitations on the issuance of any class or series of preferred
stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve
or wind up our affairs and (xv) any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.
DESCRIPTION OF WARRANTS
The following description, together with the additional information
we may include in any applicable prospectus supplement, summarizes the material terms and provisions of the warrants that we may offer
under this prospectus and any related warrant agreement and warrant certificate. While the terms summarized below will apply generally
to any warrants that we may offer, we will describe the specific terms of any series of warrants in more detail in the applicable prospectus
supplement. If we indicate in the prospectus supplement, the terms of any warrants offered under that prospectus supplement may differ
from the terms described below. Specific warrant agreements will contain additional important terms and provisions as follows and will
be filed, along with a form of warrant certificate, as exhibits to the registration statement of which this prospectus is a part, or
will be incorporated by reference from reports that we file with the SEC:
| · | the
specific designation and aggregate number of, and the price at which we will issue, the warrants; |
| · | the
currency or currency units in which the offering price, if any, and the exercise price are
payable; |
| · | if
applicable, the exercise price for shares of our common stock or preferred stock and the
number of shares of common stock or preferred stock to be received upon exercise of the warrants; |
| · | in
the case of warrants to purchase debt securities, the principal amount of debt securities
purchasable upon exercise of one warrant and the price at, and currency in which, this principal
amount of debt securities may be purchased upon such exercise; |
| · | the
date on which the right to exercise the warrants will begin and the date on which that right
will expire or, if warrant holders may not continuously exercise the warrants throughout
that period, the specific date or dates on which the warrant holders may exercise the warrants; |
| · | whether
the warrants will be issued in fully registered form or bearer form, in definitive or global
form or in any combination of these forms, although, in any case, the form of a warrant included
in a unit will correspond to the form of the unit and of any security included in that unit; |
| · | any
applicable material U.S. federal income tax consequences; |
| · | the
identity of the warrant agent for the warrants and of any other depositaries, execution or
paying agents, transfer agents, registrars or other agents; |
| · | the
proposed listing, if any, of the warrants or the common stock issuable upon exercise of the
warrants on any securities exchange; |
| · | if
applicable, the date from and after which the warrants and the common stock or preferred
stock will be separately transferable; |
| · | if
applicable, the minimum or maximum amount of the warrants that may be exercised at any one
time; |
| · | information
with respect to book-entry procedures, if any; |
| · | the
anti-dilution provisions of the warrants, if any; |
| · | the
redemption or call provisions, if any; |
| · | whether
the warrants are to be sold separately or with other securities as parts of units; and |
| · | any
additional terms of the warrants, including terms, procedures and limitations relating to
the exchange and exercise of the warrants. |
Before exercising their warrants, holders of warrants will not have
any of the rights of holders of the securities purchasable upon such exercise, including:
| · | in
the case of warrants to purchase debt securities, the right to receive payments of principal
of, or premium, if any, or interest on the debt securities purchasable upon exercise or to
enforce covenants in the applicable indenture; or |
| · | in
the case of warrants to purchase common stock or preferred stock, the right to receive dividends,
if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting
rights, if any. |
Each warrant will entitle the holder of the warrant to purchase for
cash, or via net exercise, an amount of securities at the exercise price set forth in the applicable prospectus supplement. Holders may
exercise warrants at any time up to the close of business on the expiration date set forth in the applicable prospectus supplement. After
the close of business on the expiration date, unexercised warrants will be void.
The transfer agent and registrar, if any, for any
warrants will be set forth in the applicable prospectus supplement.
DESCRIPTION OF DEBT SECURITIES
The following description, together with the additional information
we include in any applicable prospectus supplement, summarizes the material terms and provisions of any debt securities that we may offer
under this prospectus. While the terms we have summarized below will apply generally to any future debt securities we offer, we will
describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms
of any debt securities we may offer under a prospectus supplement may differ from the terms described below. For any debt securities
that we offer, an indenture (and any relevant supplemental indenture), if required, will contain additional important terms and provisions,
the form of which we filed as an exhibit to the registration statement of which this prospectus is a part and is incorporated herein
by reference. We will file any definitive indenture as an exhibit to reports that we file with the SEC and incorporate by reference in
this prospectus and the applicable prospectus supplement. Any indenture would be qualified under the Trust Indenture Act of 1939,
as amended.
With respect to any debt securities that we issue, we will describe
in each prospectus supplement the following terms relating to a series of debt securities:
| · | the
principal amount being offered, and if a series, the total amount authorized and the total
amount outstanding; |
| · | any
limit on the amount that may be issued; |
| · | whether
or not we will issue the series of debt securities in global form, and if so, the terms and
who the depository will be; |
| · | the
principal amount due at maturity; |
| · | whether
and under what circumstances, if any, we will pay additional amounts on any debt securities
held by a person who is not a United States person for tax purposes, and whether we can redeem
the debt securities if we have to pay such additional amounts; |
| · | the
annual interest rate, which may be fixed or variable, or the method for determining the rate
and the date interest will begin to accrue, the dates interest will be payable and the regular
record dates for interest payment dates or the method for determining such dates; |
| · | whether
or not the debt securities will be convertible into shares of our common stock or our preferred
stock and, if so, the terms of such conversion; |
| · | whether
or not the debt securities will be secured or unsecured by some or all of our assets, and
the terms of any secured debt; |
| · | the
terms of the subordination of any series of subordinated debt; |
| · | the
place where payments will be payable; |
| · | restrictions
on transfer, sale or other assignment, if any; |
| · | our
right, if any, to defer payment of interest and the maximum length of any such deferral period; |
| · | the
date, if any, after which and the conditions upon which, and the price at which, we may,
at our option, redeem the series of debt securities pursuant to any optional or provisional
redemption provisions and the terms of those redemption provisions; |
| · | the
date, if any, on which, and the price at which we are obligated, pursuant to any mandatory
sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s
option to purchase, the series of debt securities and the currency or currency unit in which
the debt securities are payable; |
| · | whether
the indenture will restrict our ability to pay dividends, or will require us to maintain
any asset ratios or reserves; |
| · | whether
we will be restricted from incurring any additional indebtedness, issuing additional securities,
or entering into a merger, consolidation or sale of our business; |
| · | a
discussion of any material or special United States federal income tax considerations applicable
to the debt securities; |
| · | information
describing any book-entry features; |
| · | any
provisions for payment of additional amounts for taxes; |
| · | whether
the debt securities are to be offered at a price such that they will be deemed to be offered
at an “original issue discount” as defined in paragraph (a) of Section 1273 of
the Internal Revenue Code of 1986, as amended; |
| · | the
denominations in which we will issue the series of debt securities, if other than denominations
of $1,000 and any
integral multiple thereof; |
| · | whether
we and/or the indenture trustee may change an indenture without the consent of any holders; |
| · | the
form of debt security and how it may be exchanged and transferred; |
| · | description
of the indenture trustee and paying agent, and the method of payments; and |
| · | any
other specified terms, preferences, rights or limitations of, or restrictions on, the debt
securities and any terms that may be required by us or advisable under applicable laws or
regulations. |
We summarize below the material terms of the form of indenture, if
required, or indicate which material terms will be described in the applicable prospectus supplement. The indenture:
| · | does
not limit the amount of debt securities that we may issue; |
| · | allows
us to issue debt securities in one or more series; |
| · | does
not require us to issue all of the debt securities of a series at the same time; |
| · | allows
us to reopen a series to issue additional debt securities without the consent of the holders
of the debt securities of such series; and |
| · | provides
that the debt securities may be secured or unsecured, as may be set forth in the applicable
prospectus supplement. |
DESCRIPTION OF THE RIGHTS
The following is a general description of the terms of the rights
we may issue from time to time unless we provide otherwise in the applicable prospectus supplement. Particular terms of any rights we
offer will be described in the prospectus supplement relating to such rights.
General
We may issue rights to purchase common stock, preferred stock, debt
securities or units. Rights may be issued independently or together with other securities and may or may not be transferable by the person
purchasing or receiving the rights. In connection with any rights offering to our shareholders, we may enter into a standby underwriting,
backstop or other arrangements with one or more underwriters or other persons pursuant to which such underwriters or other persons would
purchase any offered securities remaining unsubscribed for after such rights offering. In connection with a rights offering to our shareholders,
we would distribute certificates evidencing the rights and a prospectus supplement to our shareholders on or about the record date that
we set for receiving rights in such rights offering.
The applicable prospectus supplement will describe the following terms
of any rights we may issue, including some or all of the following:
| · | the
title and aggregate number of the rights; |
| · | the
subscription price or a formula for the determination of the subscription price for the rights
and the currency or currencies in which the subscription price may be payable; |
| · | if
applicable, the designation and terms of the securities with which the rights are issued
and the number of rights issued with each such security or each principal amount of such
security; |
| · | the
number or a formula for the determination of the number of the rights issued to each shareholder; |
| · | the
extent to which the rights are transferable; |
| · | in
the case of rights to purchase debt securities, the principal amount of debt securities purchasable
upon exercise of one right; |
| · | in
the case of rights to purchase common stock or preferred stock, the type of stock and number
of shares of stock purchasable upon exercise of one right; |
| · | in
the case of rights to purchase units, the type and number of securities comprising the units,
and the number of units purchasable upon exercise of one right; |
| · | the
date on which the right to exercise the rights will commence, and the date on which the rights
will expire (subject to any extension); |
| · | if
applicable, the minimum or maximum amount of the rights that may be exercised at any one
time; |
| · | the
extent to which such rights include an over-subscription privilege with respect to unsubscribed
securities; |
| · | if
applicable, the procedures for adjusting the subscription price and number of shares of common
stock or preferred stock purchasable upon the exercise of each right upon the occurrence
of certain events, including stock splits, reverse stock splits, combinations, subdivisions
or reclassifications of common stock or preferred stock; |
| · | the
effect on the rights of any merger, consolidation, sale or other disposition of our business; |
| · | the
terms of any rights to redeem or call the rights; |
| · | information
with respect to book-entry procedures, if any; |
| · | the
terms of the securities issuable upon exercise of the rights; |
| · | if
applicable, the material terms of any standby underwriting, backstop or other purchase arrangement
that we may enter into in connection with the rights offering; |
| · | if
applicable, a discussion of material U.S. federal income tax considerations; and |
| · | any
other terms of the rights, including terms, procedures and limitations relating to the exchange
and exercise of the rights. |
We will file as exhibits to the registration statement of which this
prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of rights agreement and rights
certificate that describe the terms of the rights we are offering before the issuance of rights.
Exercise of Rights
Each right will entitle the holder to purchase for cash or other consideration
such shares of stock or principal amount of securities at the subscription price as shall in each case be set forth in, or be determinable
as set forth in, the prospectus supplement relating to the rights offered thereby. Rights may be exercised as set forth in the applicable
prospectus supplement beginning on the date specified therein and continuing until the close of business on the expiration date set forth
in the prospectus supplement relating to the rights offered thereby. After the close of business on the expiration date, unexercised
rights will become void.
Upon receipt of payment and a rights certificate properly completed
and duly executed at the corporate trust office of the subscription agent or any other office indicated in the prospectus supplement,
we will, as soon as practicable, forward the securities purchased upon such exercise. If less than all of the rights represented by such
subscription certificate are exercised, a new subscription certificate will be issued for the remaining rights. If we so indicate in
the applicable prospectus supplement, holders of the rights may surrender securities as all or part of the exercise price for rights.
We may determine to offer any unsubscribed offered securities directly
to shareholders, to persons other than shareholders, to or through agents, underwriters or dealers or through a combination of such methods,
including pursuant to standby underwriting, backstop or other arrangements, as described in the applicable prospectus supplement.
Prior to exercising their rights, holders of rights will not have
any of the rights of holders of the securities purchasable upon subscription, including, in the case of rights to purchase common stock
or preferred stock, the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or to exercise
any voting rights or, in the case of rights to purchase debt securities, the right to receive principal, premium, if any, or interest
payments, on the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture.
DESCRIPTION OF THE UNITS
We may issue units comprised of shares of common stock, shares of
preferred stock, debt securities, warrants, or rights in any combination and in one or more series. Each unit will be issued so that
the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and
obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included
in the unit may not be held or transferred separately, at any time or at any time before a specified date.
We may choose to evidence each series of units by
unit certificates that we would issue under separate agreements. If we choose to evidence the units by unit certificate, we will enter
into unit agreements with a unit agent and will indicate the name and address of the unit agent in the applicable prospectus supplement
related to the particular series of units. We will file as exhibits to the registration statement of which this prospectus is a part,
or will incorporate by reference from reports that we file with the SEC, the form of unit agreement, unit certificate, as may be applicable,
and any supplemental agreements that describe the terms of the units we are offering before the issuance of the units.
LEGAL MATTERS
The validity of the securities being offered
hereby will be passed upon by Wyrick Robbins Yates & Ponton LLP, Raleigh, North Carolina. Additional legal matters may be passed
upon for us, the selling shareholders or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus
supplement. As appropriate, legal counsel representing the underwriters, dealers or agents will be named in the accompanying prospectus
supplement and may opine to certain legal matters.
EXPERTS
The consolidated financial statements as of December 31, 2020 and
2019 and for each of the two years in the period ended December 31, 2020 incorporated by reference in this Prospectus and in the Registration
Statement have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, incorporated
herein by reference, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL
INFORMATION
We file annual, quarterly and current reports, proxy statements and
other information with the SEC. We also filed a registration statement on Form S-3, including exhibits, under the Securities Act with
respect to the securities offered by this prospectus. This prospectus is a part of that registration statement, but does not contain
all of the information included in the registration statement or the exhibits. You can find our public filings with the SEC on the internet
at a web site maintained by the SEC located at www.sec.gov.
INCORPORATION OF DOCUMENTS
BY REFERENCE
The SEC allows us to “incorporate by reference” the information
that we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The documents
incorporated by reference are:
| · | our
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC
on March
24, 2021, as amended on April
29, 2021; |
| · | our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, filed with the
SEC on May
14, 2021; |
| · | our
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2021, filed with the
SEC on August
12, 2021; |
| · | our
Current Reports on Form 8-K, filed with the SEC on February
10, 2021, March
3, 2021, March
5, 2021, April
9, 2021, April
14, 2021, April
20, 2021, April
26, 2021, June
11, 2021, June
16, 2021, July
1, 2021, and July
7, 2021; |
| · | the
description of our common stock contained in our Registration Statement on Form 8-A as filed
with the SEC on July
28, 2020 pursuant to Section 12(b) of the Exchange Act, including any amendments or reports
filed for the purpose of updating such description. |
In addition, all documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in
this prospectus and to be a part hereof and thereof from the date of filing of such documents. However, any documents or portions thereof,
whether specifically listed above or filed in the future, that are not deemed “filed” with the SEC, including without limitation
any information furnished pursuant to Item 2.02 or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K,
shall not be deemed to be incorporated by reference in this prospectus.
Any statement in a document incorporated by reference or deemed to
be incorporated by reference in this prospectus shall be deemed to be modified or superseded for the purposes of this prospectus to the
extent that a statement contained herein or therein or in any other subsequently filed document which also is incorporated or deemed
to be incorporated by reference herein or therein modifies or supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We will provide, without charge, to each person, including any beneficial
owner, to whom a copy of this prospectus is delivered, upon such person’s written or oral request, a copy of any and all of the
information incorporated by reference in this prospectus, other than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information incorporated by reference into this prospectus. Requests should be directed to the Secretary
at Fathom Holdings Inc., 2000 Regency Parkway Drive, Suite 300, Cary, North Carolina 27518, phone (888) 455-6040. You may also find these
documents in the “Investors” section of our website, fathomrealty.com. The information on our website is not incorporated
into this prospectus.
Shares
Common Stock
Prospectus Supplement
Roth Capital
Partners
[November] ,
2023
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