Fathom Holdings Inc.: terminates merger and amends convertible notes

What happened Fathom Holdings Inc filed a Current Report on Form 8-K on Oct 5, 2026 reporting two actions: it entered into a Second Omnibus Amendment to its Senior Secured Convertible Promissory Notes dated Oct 1, 2026, and it entered into a Termination Agreement dated Oct 5, 2026 that terminates the Merger Agreement with Neighborhood Intelligence, Inc. (formerly Bed Bath & Beyond, Inc.). The company said neither party will owe the termination fee under the Merger Agreement.

Key details

• Conversion price of the Notes changed from $4.25 per share to $0.65 per share.
• Maturity date of the Notes extended from Oct 1, 2026 to Nov 1, 2026; interest on outstanding principal accrues at 18% per annum from Oct 1, 2026 until paid.
• Exchange cap: the company may not issue Common Stock under the Notes if issuance would exceed 19.99% of issued and outstanding Common Stock as of Oct 1, 2026.
• One Holder of a Note was Scott Flanders, the company’s chairman; the related-party transaction was approved by a majority of independent, disinterested directors. The company agreed to reimburse Holders’ legal fees up to $5,000.

Why it may matter Item 1.01 reports the entry into a material definitive agreement amending the company’s Senior Secured Convertible Promissory Notes, and Item 1.02 reports termination of the previously announced Merger Agreement. Item 8.01 reports a press release announcing the termination. The filing does not show why the insider traded or why the company acted.