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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)
November 10, 2023
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.) |
2000 Regency Parkway Drive, Suite 300, Cary,
North Carolina 27518
(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.
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 10, 2023, Joshua Harley, the Chief
Executive Officer, Director and Chairman of the Board of Directors (the “Board”) of Fathom
Holdings, Inc. (the “Company”) resigned from his role as CEO and Director of the Company, effective November 13, 2023.
On November 10, 2023, the Board appointed Marco Fregenal, President and Chief Financial Officer of the Company, to serve as Chief Executive
Officer, in addition to his current responsibilities, and appointed Scott Flanders, current Director, as Chair of the Board, both effective
as of November 13, 2023.
Mr. Harley’s resignation is not related
to any matter relating to the Company’s operations, policies or practice. Mr. Harley will remain a non-executive employee of the
Company as Founder and Chief Evangelist. A copy of a letter from Mr. Harley to the Company’s shareholders, agents and employees
about his change in roles is attached hereto as Exhibit 99.1.
Mr. Fregenal has been the Company’s COO and
CFO since 2012 and has been a member of the Board since February 2019. Mr. Fregenal has also served as the Company’s President
since January 2018. Prior to joining the Company, Mr. Fregenal served as COO and CFO of EvoApp Inc, a provider of social media
business intelligence, from 2009 to 2012. Mr. Fregenal holds a Bachelor of Science in economics from Rutgers University and a Masters
in Econometrics and Operations Research from Monmouth University.
Mr. Fregenal is 59 years old and has no familial
relationships with any executive officer or director of the Company. There have been no transactions in which the Company has participated
and in which Mr. Fregenal had a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation
S-K.
On November 13, 2023, the Company issued a press
release announcing the matters described above. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit
99.2 and is incorporated herein by reference.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
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: November 13, 2023 |
/s/ Marco Fregenal |
|
Marco Fregenal |
|
Chief Executive Officer, President and Chief Financial Officer |
Exhibit 99.1
FTHM: CEO
Transition Employee Memo
Dear Fathom family,
You may have seen our press release (pasted below)
this morning announcing a decision that marks a new beginning in our company's remarkable journey. After careful consideration, it is
my honor to announce that our President and CFO, Marco Fregenal will be stepping into the role of CEO, and I will continue to serve as
Fathom’s Founder. Marco has been my partner in this journey and has shared the role of visionary since near the beginning. He has
led by my side with wisdom and dedication and his principles of love and service mirror my own. Marco’s thoughtful approach to servant
leadership assures me that our company will retain the foundation that has made it great. Our leadership team is exceptional, and I have
complete confidence in their ability to build on my vision for Fathom and propel us to new heights. I fully expect us to continue our
trajectory of innovation and success.
Please know that while Marco is becoming CEO,
I am not leaving Fathom. I want to make it clear that my decision to step out of the CEO role is born out of a need to rebalance my time
and energy to focus on my family. The Board and I have reached an agreement that keeps the door open for me to return as CEO and Chairman
of the Board when circumstances allow.
So, what does this mean for you?
Fathom will continue to operate as it does today,
with minimal impact to our day-to-day operations. As I transition into my new role within the company, I want to reassure all our agents
and employees that you will actually see more of me, not less. Not only will this change allow me more time to devote to my family, it
will also allow me to devote more time to my Fathom family by serving our people directly, and nurturing the culture that makes our company
great. I will also spend more time focusing on accelerating Fathom’s agent growth with the goal of returning to our historical agent
growth rate of 30-40%. I believe there is an enormous opportunity in front of Fathom to take greater market share and better position
Fathom for the future.
I will continue to lend my voice and experience
to our leadership team, attending and speaking at industry events, and continue to represent the values and mission of Fathom. I will
always be the founder, and I am still, by far, the largest shareholder. Transition is simply a part of growth, and I know our future remains
bright.
Since I know the real estate industry so well,
I felt it was important to address the elephant in the room, or more accurately, the one that isn’t there. There are no scandals
or wrongdoing prompting this change. There's no juicy story or news headline waiting to rear its head. So, for those who love some tasty
gossip, I’m afraid I’m going to disappoint them. There’s no hidden tale of intrigue no matter what our competitors try
to convince people of.
Consistent with normal practice and policy, if
you receive inquiries from the media, please do not comment and instead, direct inquiries to Julie Pierson-Fields (jpfields@fathominc.com).
Thank you for the support, dedication, and energy
you contribute to our shared vision for the industry. Let's look forward to the future with optimism… after all, we’ve got
a legacy to continue building.
In your service,
Josh Harley, Founder
FATHOM HOLDINGS
###
Exhibit 99.2
Fathom
Holdings Announces Leadership Succession Plan
President
and CFO Marco Fregenal Appointed CEO
Visionary
Founder and CEO Joshua Harley to Remain as Founder and Chief Evangelist, Primarily Supporting Agent Growth Initiatives
Independent
Director Scott Flanders Named Chair of the Board
CARY,
N.C., Nov. 13, 2023 – Fathom Holdings Inc. (Nasdaq: FTHM) ("Fathom" or the "Company"), 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 a leadership succession plan to support the Company’s next chapter of growth. Following
a thoughtful succession planning process, with Joshua Harley’s endorsement, Fathom’s Board of Directors has appointed President
and Chief Financial Officer (CFO) Marco Fregenal to the role of Chief Executive Officer (CEO), succeeding Joshua Harley, who also stepped
down as Board Chair for family reasons.
As
Fathom’s largest shareholder, and as part of the planned transition, Harley will remain active in the company as the Founder and
Chief Evangelist, with a focus on accelerating Fathom’s agent growth, being the voice of Fathom to the industry, and further serving
Fathom’s growing agent network to improve agent retention, agent referrals, and attach rate for Fathom’s ancillary businesses.
Fregenal will continue to serve as CFO until the Board identifies a replacement. A global search will commence after the new year for
the Company’s next CFO.
Harley
founded Fathom Holdings in 2010 as an innovative, asset-light, technology-enabled business designed to endure all market environments
while empowering agents to realize their full business and earning potential. During his tenure as Chair and CEO, the Company experienced
unprecedented growth in revenue and agents while expanding nationwide and launching its ancillary businesses. Harley has instilled the
principles of servant leadership across all the Company’s brands and as a result, Fathom has received some of the highest rankings
and employee/agent satisfaction among all real estate companies. In addition to serving as the Founder and Chief Evangelist, Harley will
provide his guidance and expertise to the Company to ensure a smooth transition.
Fregenal
has served as Fathom’s CFO since 2012 and its President since 2018. Previously, Fregenal served as the Company’s Chief Operating
Officer (COO) from 2012 through 2017. He has served on Fathom’s Board since 2019 and is a proven leader with extensive experience
overseeing Fathom’s operations. Under his leadership, Fathom has diversified its market presence, delivered innovative sustainable
technologies, and completed multiple acquisitions, which have collectively contributed to record results.
“It
is my honor to announce that Marco Fregenal will be stepping into the role of CEO to help lead Fathom going forward,” said
Harley. “He has far more experience in growing established businesses like ours has become and I am confident in his abilities
and thoughtful decision process. Marco is a respected and accomplished leader, celebrated for his consistent track record of
achievements, as well as his unwavering dedication to Fathom's mission, culture, and team. Marco's commitment to servant leadership
gives me confidence that our company will preserve the foundational culture that has propelled it to greatness, all the while
steadfastly pursuing our growth strategy. Founding and leading this remarkable company has been one of the most profound privileges
of my life. My transition to my new role underscores our dedication to bolstering our agent growth initiatives. We remain steadfast
in our belief that there is a substantial opportunity ahead of us to capture market share and position Fathom for accelerated
growth.”
Fregenal
commented: “I am honored to take the helm at Fathom at this exciting time in the Company’s evolution. My partnership with
Josh, dating back to 2012, has been a privilege, and I'm excited to carry forward his legacy by further strengthening the substantial
progress we've made so far. I look forward to continuing to work closely with Josh and our experienced senior leadership team and employees
to ensure the long-term success of the business.”
Fathom
also announced that it has appointed independent director Scott Flanders as Chair of the Board of Directors, succeeding Joshua Harley.
Flanders has served on the Company’s Board since August 2022. He has served on a number of
Boards of Directors, and in executive management positions of several high-profile public companies. Most recently, Flanders was Chief
Executive Officer and a board member at eHealth, Inc., an online marketplace for health insurance.
Flanders,
added: “Today's announcement represents the culmination of a thorough succession planning process, and we are confident Marco's
appointment ensures continuity of strategy, leadership, and financial performance. Marco has the financial acumen and operational expertise
to guide Fathom forward and focus on maximizing long-term stakeholder value creation. We are confident Fathom will benefit from his leadership
and vision. On behalf of the entire Board, I also want to recognize and thank Josh for his invaluable contributions to Fathom’s
growth. Josh has been instrumental in growing Fathom’s presence nationwide, and we’re deeply grateful for his leadership
and guidance. We look forward to his continued contributions as Founder and Chief Evangelist and have left the door open for Josh to
return to as CEO and Board Chair, at some point in the future.”
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, intelliAgent. The Company's brands include
Fathom Realty, Dagley Insurance, Encompass Lending, intelliAgent, LiveBy, Real Results, and Verus Title. For more information, visit
www.FathomInc.com.
Cautionary
Note Concerning Forward-Looking Statements
This
press release contains "forward-looking statements," including, but not limited to, the company's ability to significantly
bring more mortgage business to its loan officers. Forward-looking statements are subject to numerous conditions, many of which are beyond
the control of the Company, including: reliance on key personnel; risks related to acquisitions; risks related to general economic and
real estate industry conditions, including interest rates and litigation; risks in effectively managing rapid growth in our business;
competitive risks; and the other risk factors set forth from time to time in our SEC filings, copies of which 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.
Investor Contact:
Alex
Kovtun and Matt Glover
Gateway Group, Inc.
949-574-3860
FTHM@gateway-grp.com
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