Fathom Holdings Inc
For the period ended Dec 31, 2023. Filed Mar 19, 2024.
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FY2023 · Filed Mar 19, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)The following documents are filed as part of this report:
(1)Financial Statements
The financial statements and report of the independent registered public accounting firm are filed as part of this Report (see “Index to Consolidated Financial Statements” at Item 8).
(2)Financial Statement Schedules
The financial statements schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
(b)Exhibits.
| Incorporated by Reference(Unless Otherwise Indicated) | |||||
|---|---|---|---|---|---|
| Exhibit Number | Exhibit Title | Form | File | Exhibit | Filing Date |
| 2.1 | Stock Purchase Agreement, dated November 4, 2020, by and among Fathom Holdings Inc., Verus Title Inc., and the sellers named therein.* | 8-K | — | 2.1 | November 5, 2020 |
| 2.2 | Agreement and Plan of Merger, dated April 7, 2021, by and among Fathom Holdings Inc., Fathom Merger Sub C, Inc., LiveBy, Inc., the stockholders of LiveBy part hereto and Cory Scott, as stockholder representative. * | 8-K | — | 2.1 | April 9, 2021 |
| 2.3 | Agreement and Plan of Merger, dated April 13, 2021, by and among Fathom Holdings Inc., Fathom Merger Sub A, Inc., Fathom Merger Sub B, LLC, E4:9 Holdings, Inc., the stockholders named therein and Paul S. Marsh, as stockholder representative. * | 8-K | — | 2.1 | April 14, 2021 |
| 3.1 | Restated Articles of Incorporation of Fathom Holdings Inc. | S-1 | 333-235972 | 3.1 | January 17, 2020 |
| 3.1.1 | Articles of Amendment to the Restated Articles of Incorporation of Fathom Holdings Inc., effective July 27, 2020. | 8-K | — | 3.1 | August 4, 2020 |
| 3.2 | Second Amended and Restated Bylaws of Fathom Holdings Inc. | S-1/A | 333-235972 | 3.2 | July 16, 2020 |
| 4.1 | Underwriter Warrant issued August 4, 2020. | 8-K | — | 4.1 | August 4, 2020 |
| 4.2 | Description of Securities. | 10-K | — | 4.2 | March 24, 2021 |
| 4.3 | Form of Senior Secured Convertible Promissory Note | 8-K | — | 4.1 | April 14, 2023 |
| 10.1 | Fathom Holdings Inc. 2017 Stock Plan. # | 8-K | — | 10.1 | August 4, 2020 |
| 10.2 | Fathom Ventures, Inc. 2017 Stock Plan Form of Restricted Stock Award Agreement. # | S-1 | 333-235972 | 10.2 | January 17, 2020 |
| 10.3 | Fathom Holdings Inc. 2019 Omnibus Stock Incentive Plan. # | 8-K | — | 10.2 | August 4, 2020 |
| 10.3.1 | Amendment to Fathom Holdings Inc. 2019 Omnibus Stock Incentive Plan. # | 8-K | 10.1 | October 20, 2021 | |
| 10.3.2 | Amendment to The Fathom Holdings Inc. 2019 Omnibus Stock Incentive Plan # | 8-K | 10.1 | October 31, 2022 | |
| 10.3.3 | Third Amendment to the Company's 2019 Omnibus Stock Incentive Plan # | 8-K | 10.1 | August 28, 2023 | |
| 10.4 | Form of Fathom Agent Agreement. # | S-1 | 333-235972 | 10.7 | January 17, 2020 |
| 10.5 | Commercial Lease Agreement, dated October 12, 2015, by and between Powell Commonwealth Associates, LLC and Fathom Realty, LLC. | S-1 | 333-235972 | 10.8 | January 17, 2020 |
| 10.6 | Commercial Lease Agreement, entered into on November 21, 2017, by and between King Commercial Properties, LLC and Fathom Realty, LLC. | S-1 | 333-235972 | 10.9 | January 17, 2020 |
| 10.7 | Lease Agreement, dated October 1, 2015, by and between Henderson & Murphy LLC and Fathom Realty Holdings, LLC. | S-1 | 333-235972 | 10.10 | January 17, 2020 |
| 10.8 | Form of Securities Purchase Agreement | 8-K | 10.1 | April 14, 2023 | |
| 10.9 | Form of Security Agreement | 8-K | 10.2 | April 14, 2023 | |
| 10.1 | For of Subsidiary Guarantee | 8-K | 10.3 | April 14, 2023 | |
| 16.1 | Letter dated June 8, 2021 regarding change in certifying accountant. | 8-K | — | 16.1 | June 11, 2021 |
| 21.1 | Fathom Holdings Inc. Subsidiaries. | — | — | — | Filed herewith |
| 23.1 | Consent of Deloitte & Touche LLP. | — | — | — | Filed herewith |
| 31.1 | Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | — | — | — | Filed herewith |
| 32.1 | Certification of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | — | — | — | Filed herewith |
| 99.7 | Compensation Clawback Policy, dated November 30, 2023 | — | — | — | Filed herewith |
| 101.INS | Inline XBRL Instance Document. | — | — | — | Filed herewith |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | — | — | — | Filed herewith |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | — | — | — | Filed herewith |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | — | — | — | Filed herewith |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | — | — | — | Filed herewith |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | — | — | — | Filed herewith |
| 104 | Cover Page Interactive Data File, formatted in inline XBRL (included in Exhibit 101). | — | — | — | Filed herewith |
*The schedules to these exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of any schedule omitted from the exhibits to the SEC upon request.
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