8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 26, 2021

FATHOM HOLDINGS INC.

(Exact name of registrant as specified in its charter)

	North Carolina (State or other jurisdiction of incorporation)
001-39412		82-1518164
(Commission File Number)		(IRS Employer Identification No.)

211 New Edition Court, Suite 211, Cary, North Carolina, 27511

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code 888-455-6040

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, No Par Value	FTHM	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 8.01 Other Events.

On April 26, 2021, Fathom Holdings Inc. (the “Company”) issued a press release announcing that the Company had completed its previously announced acquisition of LiveBy, Inc. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Description
99.1	Press Release, dated April 26, 2021.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FATHOM HOLDINGS INC.
Date: April 26, 2021	/s/ Marco Fregenal
	Marco Fregenal
	President and Chief Financial Officer

EX-99.1

Exhibit 99.1

 

Fathom Holdings Completes Acquisition of Technology Platform LiveBy

-- LiveBy to be Integrated into Fathom’s intelliAgent Software Suite,

Providing Added Competitive Tools for Real Estate Professionals --

CARY, N.C., April 26, 2021 – Fathom Holdings Inc. (Nasdaq: FTHM), a national, technology-driven, end-to-end real estate services platform integrating residential brokerage, mortgage, title, insurance, and SaaS offerings for brokerages and agents, today announced it has completed the previously announced acquisition of LiveBy, a hyperlocal data and technology platform.

The purchase price was approximately $9.0 million, consisting of approximately $3.0 million in cash and $6.0 million in Fathom Holdings common stock.

LiveBy’s technology pairs local data with its geospatial boundaries to create key insights that help boost website engagement, inform and attract consumers, and nurture agent leads. Fathom intends to fully integrate LiveBy into Fathom’s proprietary intelliAgent software suite.

“The addition of LiveBy will provide recurring SaaS revenues and represents another step in adding to our robust real estate services technology platform to give agents yet another competitive advantage,” said Josh Harley, Fathom's Chairman and CEO. “LiveBy’s technology builds credibility for real estate agents in their respective geographic areas by showcasing their local expertise and helping consumers discover the best locations in which to live. LiveBy supports local data and unique content in all 50 U.S. States, Canada, Mexico, the Bahamas, and the Cayman Islands. We believe LiveBy’s coverage will provide consumers with access to the largest proprietary library of neighborhood boundaries, cities, subdivisions, school districts, zip codes, and more.

“This transaction demonstrates our mission of changing the face of residential real estate through best-in-class, proprietary technology. We believe it will allow us to further grow our agent base and help agents close more sales, while we continue to build a national real estate portal and strive for a quicker path to profitability. Coupled with the new products and services we recently acquired, LiveBy should significantly help real estate agents compete in a growing and crowded market,” Harley added.

About Fathom Holdings Inc.

Fathom Holdings Inc. is a national, 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 called intelliAgent. The Company’s brands include Fathom Realty, Encompass Lending, Dagley Insurance, Verus Title, intelliAgent, and Real Results. For more information, visit www.fathomrealty.com.

Cautionary Note Concerning Forward-Looking Statements

This press release contains “forward-looking statements,” including, but not limited to, achieving a faster path to profitability. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including: risks associated with making and integrating acquisitions; technology risks; risks in effectively managing rapid growth in our business; reliance on key personnel; competitive risks; and the others set forth in the Risk Factors section of the Company’s registration statement for its initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law. 

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Investor Relations and Media Contacts:

Roger Pondel/Laurie Berman	Marco Fregenal
PondelWilkinson Inc.	President and CFO
investorrelations@fathomrealty.com	Fathom Holdings Inc.
(310) 279-5980	investorrelations@fathomrealty.com
	(888) 455-6040