Neighborhood Intelligence, Inc.: amends ATM, completes $42,600,000 offering

What happened

• The filing states that on Oct 5, 2026 the company entered into Amendment No. 1 to the Capital on DemandTM Sales Agreement with JonesTrading Institutional Services LLC, reducing the maximum aggregate offering price under its at-the-market program from $200,000,000 to $75,000,000 and that the company filed a prospectus supplement on Oct 5, 2026.
• The filing states that on Oct 5, 2026 the company entered into a Securities Purchase Agreement with certain institutional investors to issue and sell, in a registered direct offering, 10,881,192 shares of common stock and pre-funded warrants to purchase up to 5,241,997 shares, together with accompanying warrants to purchase up to 16,123,189 shares; the Offering closed on Oct 6, 2026 and the net proceeds were approximately $42,600,000, after deducting placement agent fees and offering expenses.

Key details

• The shares of common stock and accompanying warrants were offered at $2.76 per share and accompanying warrant; each Pre-Funded Warrant with accompanying warrant was offered at $2.759. Each Pre-Funded Warrant has an exercise price of $0.001 per share.
• Each Common Warrant is exercisable beginning on the six (6) month anniversary of issuance, expires five (5) years from the initial exercise date, and has an exercise price of $3.45 per share.
• The company agreed to pay Rodman & Renshaw LLC a cash fee equal to 5.75% of the aggregate gross proceeds of the Offering (with certain exceptions), plus $65,000 for legal fees and $15,950 for clearing expenses; the company also agreed to issue Placement Agent Warrants to purchase up to 494,565 shares (3.0% of the aggregate number of shares placed), exercisable after six (6) months and expiring five (5) years, at an exercise price of $3.45.
• The Securities Purchase Agreement includes a company lock-up for 90 days after closing and additional restrictions on certain issuances for six (6) months after closing; Executive Chairman and CEO Marcus Lemonis purchased 362,319 shares at $2.76 per share, and that purchase closed on Oct 6, 2026.

Why it may matter

• The filing is reported under Item 8.01, Other events, and covers an amendment to the company’s at-the-market sales agreement and the entry into and closing of a Securities Purchase Agreement and registered direct offering, including related placement agent arrangements and lock-up provisions. This filing does not show why the insider traded or why the company acted.