Fathom Holdings Inc. 8-K

What Happened
Fathom Holdings announced on an 8-K that it amended and restated a subordinated secured bridge note with Bed Bath & Beyond. The May 29, 2026 amendment raises the original bridge obligation to $3,036,350 (including $36,350 of accrued interest) and expands the related security agreement and subsidiary guarantee to cover the increased obligation. On the same date, Fathom and the holders of its September 25, 2024 senior secured convertible promissory notes entered into a Limited Waiver and Omnibus Amendment to waive certain defaults arising from the Company’s failure to file its Q1 Form 10-Q for the quarter ended March 31, 2026.

Key Details

• Bridge note: originally $2,000,000 (entered March 18, 2026); amended May 29, 2026 to aggregate original principal $3,036,350 (includes $1,000,000 additional principal + $36,350 accrued interest). Security Agreement and Subsidiary Guarantee amended to include all obligations under the amended note.
• Waiver: Holders agreed to waive existing defaults only for the period from May 29, 2026 through October 1, 2026 (the “Waiver Period”), subject to conditions.
• Interest and default terms: minimum interest floor on the Notes increased from 8% to 10% per annum (interest otherwise = monthly average SOFR + 6%). If the Q1 Form 10-Q remains unfiled, a Default Rate of 18% per annum applies to outstanding principal until cure, after which the rate reverts.
• Termination triggers and fees: waiver automatically terminates if the Q1 10-Q is not filed by October 1, 2026 or if a announced Change of Control fails; holders may then accelerate repayment. Fathom will reimburse up to $5,000 of the holders’ documented legal fees. Scott Flanders (Chairman) was a party to the Waiver; the related‑party transaction was approved by the independent directors.

Why It Matters
These changes increase Fathom’s secured indebtedness and expand collateral coverage for the bridge loan, while the Waiver raises the cost of the existing convertible notes (higher interest floor and an 18% default rate while the filing default continues). Investors should note the short window to cure the Q1 filing (through October 1, 2026) — failure to file will reinstate defaults and could enable note holders to accelerate repayment, increasing liquidity pressure. The filing also discloses a related‑party involvement (chairman) in the waiver, which was approved by independent directors.