true 2023 FY --12-31 0001753162 false

 0001753162

 2023-01-01
 2023-12-31

 0001753162

 2023-06-30

 0001753162

 2024-03-19

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 (Amendment No. 2)

 x ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Fiscal Year Ended December
31, 2023

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission File Number 001-39412

 FATHOM
HOLDINGS INC.

 (Exact name of Registrant as specified in its
Charter)

 North Carolina

 82-1518164

 (State or other jurisdiction
 of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 2000
Regency Parkway Drive, Suite 300,
 Cary, North
Carolina 27518

 (Address of principal executive offices) (Zip
Code)

 ( 888)
 455-6040

 (Registrant's telephone number, including
area code)

 Securities registered pursuant to Section 12(b) of
the Exchange Act:

 Title
 of Each Class

 Trading
 Symbol(s)

 Name
 of Each Exchange on Which Registered

 Common
 Stock, No Par Value

 FTHM

 The NASDAQ
 Capital Market

 Securities registered pursuant to Section 12(g) of
the Exchange Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
x

 Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes No
x

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. x Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
x Yes
 No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging
growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated
 filer

 x

 Smaller reporting company

 x

 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. x

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting
firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of
the registrant included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
 x

 Based on the registrant's
closing price of $7.14 as quoted on the NASDAQ Capital Market on June 30, 2023, the aggregate market value of the registrant's
common stock held by non-affiliates of the registrant was approximately $ 66,327,887.
Common stock held by each officer and director and by each person known to the registrant who owned 10% or more of the outstanding common
stock have been excluded in that such person may be deemed to be affiliates. This determination of affiliate status is not necessarily
a conclusive determination for other purposes.

 As of March 19, 2024, there were approximately 20,776,292
 shares of the registrant's common stock outstanding.

 Audit Firm Id

 Auditor Name:

 Auditor Location:

 Deloitte
 & Touche LLP

 Raleigh,
 North Carolina

 EXPLANATORY NOTE

 This
Amendment No. 2 to Form 10-K/A (this "Amendment") amends the Annual Report on Form 10-K of Fathom Holdings Inc. (the "Company,
 "Fathom," "we," "us" or "our") for the year ended December 31, 2023, filed with the Securities
and Exchange Commission on March 19, 2024, as amended by Amendment No. 1 on Form 10-K/A filed on April 29, 2024 (as amended, the "Original
Form 10-K"), is being filed for the purposes of amending the Executive Compensation table in Part III, Item 11 of the Original Form
10-K.

 As a result, Part III, Item 11 of the Company's Original Form
10-K is hereby amended and restated in its entirety.

 Except as described above, this Amendment does not modify or update
disclosure in, or exhibits to, the Original Form 10-K, and such disclosure in, or exhibits to, the Original Form 10-K remain unchanged
and speak as of the dates of the filing of the Original Form 10-K. In particular, the Amendment does not change any previously reported
financial results, nor does it reflect events occurring after the dates of the Original Form 10-K.

 i

 Fathom Holdings Inc.

 FORM 10-K/A

 December 31, 2023

 Page

 Item 11. Executive
 Compensation

 Item 15. Exhibits
 and Financial Statement Schedules

 ii

 Item 11. Executive Compensation.

 Summary Compensation Table

 The following table shows for the fiscal years ended December 31,
2023 and 2022, compensation awarded to, or earned by, anyone serving as principal executive officer during the most recently completed
fiscal year and our next two most highly compensated executive officers who were serving as executive officers during the year ended
December 31, 2023 (the "Named Executive Officers").

 Our Named Executive Officers for these purposes were:

 Marco Fregenal, Chief Executive Officer (from November 2023),
 Chief Financial Officer, and President;

 Samantha Giuggio, Chief Broker Operations Officer;
 and

 Joshua Harley, Chairman and Chief Executive Officer,
 until his resignation from those roles effective in November 2023.

 Name and

 Principal
 Position

 Year

 Salary (1)

 Cash
 Bonus

 Stock

 Awards (2)

 All
 Other
 Compensation

 Total

 Marco Fregenal

 2023

 $
 264,615
 (3)

 $
 -
 (4)

 $
 943,250
 (3)(4)

 $
 14,464
 (5)

 $
 1,222,329

 Chief Executive Officer,

 Chief Financial Officer and

Principal Executive Officer and

 Principal Financial Officer

 2022

 $
 383,846
 (3)

 $
 -
 (4)

 $
 1,027,777
 (3)(4)

 $
 15,900
 (5)

 $
 1,411,623

 Samantha Giuggio

 2023

 $
 260,087
 (6)

 $
 -

 $
 25,451
 (6)(7)

 $
 27,340
 (8)

 $
 312,878

 Chief Broker Operations
 Officer

 2022

 $
 265,481
 (6)

 $
 -

 $
 219,227
 (6)(7)

 $
 14,027
 (8)

 $
 498,735

 Joshua Harley

 2023

 $
 500,000

 $
 -

 $
 1,212,750

 $
 13,852
 (9)

 $
 1,726,602

 Former Chief Executive
 Officer,
 Principal Executive Officer

 2022

 $
 500,000

 $
 442,000

 $
 1,000,007

 $
 18,000
 (9)

 $
 1,960,007

 (1)

 Reflects base
 salary earned during the fiscal year covered.

 (2)

 Represents the aggregate grant date
 fair value of restricted stock awards and restricted stock unit awards computed in accordance with ASC 718, Compensation —
 Stock Compensation.

 (3)

 During 2023, Mr. Fregenal
 voluntarily reduced his base cash salary of $500,000 from January through mid-July and for November and December and
 elected to receive the balance of his base salary in restricted stock awards. During
 2022, Mr. Fregenal voluntarily reduced his base cash salary of $500,000 in the third and fourth quarter and elected to receive
 the balance of his base salary in restricted stock awards. The aggregate amount of restricted stock awards were issued at a 10.0%
 premium to the amount of reduced cash compensation.

 (4)

 During 2023
 and 2022, Mr. Fregenal voluntarily received the value of his cash bonus in restricted stock unit awards and restricted stock
 awards, respectively.

 (5)

 During 2023, includes $13,852 in
 medical insurance premiums and $612 attributable to use of a Company automobile. During 2022, includes $15,900 attributable
 to an automobile allowance.

 (6)

 During 2023, Ms. Giuggio voluntarily
 reduced her base cash salary of $275,000 from January through mid-May and
 from mid-November through December and elected to receive the balance of her base salary in restricted stock awards. During
 2022, Ms. Giuggio voluntarily reduced her base cash salary of $275,000 in the third and fourth quarter and elected to receive
 the balance of her base salary in restricted stock awards. The aggregate amount of restricted stock awards were issued at a 10.0%
 premium to the amount of reduced cash compensation.

 (8)

 During 2023, includes $13,488 attributable
 to an automobile allowance and $13,852 in medical insurance premiums. During 2022, includes $14,027 attributable to an automobile
 allowance.

 (9)

 During 2023, includes $13,852 in medical insurance
 premiums. During 2022, includes $18,000 attributable to an automobile allowance.

 Narrative to Summary Compensation
Table

 We review compensation annually for all employees, including our Named
Executive Officers. In setting annual base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable
positions in the market, individual performance as compared to our expectations and objectives, our desire to motivate our employees
to achieve short- and long-term results that are in the best interests of our shareholders, and a long-term commitment to our Company.

 Employment Agreements

 We have not entered into employment agreements with any of our Named
Executive Officers.

 Annual Base Salary

 Base salaries for our Named Executive Officers have generally been
set at levels deemed necessary to attract and retain individuals with superior talent. The following table presents the annual base salaries
for each of our Named Executive Officers for 2023, as determined by the non-employee members of the Board.

 Name

 2023 Base

 Salary

 Marco Fregenal

 $
 500,000

 Samantha Giuggio

 $
 275,000

 Joshua Harley

 $
 500,000

 As noted in the previous table, in connection with the Company's
strategic cost cutting measures, Mr. Fregenal and Ms. Giuggio, in addition to certain other members of management, each volunteered
for base salary reductions for certain time periods during 2023 and elected to receive the balance of their respective base salary in
restricted stock awards.

 Bonus Compensation

 Our discretionary bonus plan motivates and rewards our Named Executive
Officers for achievements relative to our goals and expectations for each fiscal year. Our Named Executive Officers are eligible to receive
discretionary annual bonuses based on our compensation committee and Board's assessment of their individual performance and our
Company's results of operations and financial condition. Our Named Executive Officers are eligible to elect to receive the value
of their cash bonuses in restricted stock awards.

 Equity-Based Awards

 Our equity-based incentive awards are designed to align our interests
with those of our employees and consultants, including our Named Executive Officers. Our compensation committee is generally responsible
for approving equity grants. Vesting of equity awards is generally tied to continuous service with us and serves as an additional retention
measure. Our executives generally are awarded an initial new hire grant upon commencement of employment. Additional grants may occur
periodically in order to specifically incentivize executives.

 Our Board adopted, and our shareholders approved, the 2019 Plan, which
effectively replaced our 2017 Stock Plan as we do not intend to grant any more awards under the 2017 Stock Plan. The 2017 Plan became
effective on May 11, 2017. The 2019 Plan became effective on August 9, 2019.

 The purpose of our 2019 Plan is to attract and retain real estate
agents, employees, non-employee directors and consultants. Our 2019 Plan authorizes us to make grants to eligible recipients of non-qualified
stock options, incentive stock options, restricted stock awards, restricted stock units and stock-based awards.

 Other Compensation

 Our Named Executive Officers did not participate in, or otherwise
receive any benefits under, any pension or deferred compensation plan sponsored by us during 2023 or 2022.

 Outstanding Equity Awards at Fiscal Year-End

 The following table shows for the fiscal year ended December 31,
2023, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.

 Name

 Number
 of shares or units of
 stock that have not vested (#)

 Market
 value of shares or units
 of stock that have not vested ($)

 Marco Fregenal

 448,127
 (1)

 1,608,776
 (2)

 Samantha Giuggio

 31,864
 (3)

 $
 114,392
 (2)

 Joshua Harley

 404,030
 (4)

 $
 1,450,468
 (2)

 (1)

 Of these shares, 207,280 are
 restricted and vest in full on May 31, 2024, 2,213 shares are restricted and vest in full on July 2, 2024, 29,412 shares
 are restricted and vest in full on August 30, 2024, 175,000 units are restricted and vest in full on September 10, 2024,
 9,222 shares are restricted and vest in full on December 1, 2024, 25,000 are restricted and vest in full on January 1,
 2025.

 (2)

 Based on $3.59 per share which was the closing price
 of our common stock on December 29, 2023, the last trading day of that fiscal year.

 (3)

 Of these shares, 30 shares are restricted and
 vest in full on July 1, 2024, 565 shares are restricted and vest in full on December 31, 2024, 2,248 shares are restricted
 and vest in full on December 31, 2024, and 29,021 shares are restricted and vest in full on March 30, 2025.

 (4)

 Of these shares, 58,140 shares are
 restricted and vest in full on May 31, 2024, 43,600 shares are restricted and vest in full on July 2, 2024, 58,824 shares
 are restricted and vest in full on August 30, 2024, 225,000 units are restricted and vest in full on September 10, 2024,
 and 18.466 shares are restricted and vest in full on December 1, 2024.

 Director Compensation

 Our directors who are employed by us do not receive any additional
compensation for serving on our Board, and our non-employee directors receive cash and equity compensation as described below.

 During our fiscal year ended December 31, 2023, each non-employee
director received an annual retainer of $50,000 per year in cash compensation, as well as $100,000 in one-year time-vesting restricted
stock awards. In addition, we paid the audit, compensation, and nominating and governance committee chairs the following cash fees for
serving in such position:

 Board Chair

 In January, 2024 our Compensation Committee approved annual fees for
the independent Chair of the Board of $85,000 effective in November 2023.

 Compensation Committee Chair

 $15,000 per year in cash, paid quarterly

 Audit Committee Chair

 $30,000 per year in cash, paid quarterly

 Nominating and Governance Chair

 $15,000 per year in cash, paid quarterly

 We cover the travel costs for Board members to attend four in-person
Board meetings a year, or any additional in-person Board meetings duly called.

 The following table sets forth the total compensation earned by each
of our non-employee directors serving in 2023.

 Name (4)

 Fees Earned

 ($)

 Restricted

 Stock
 Awards
 ($) (1)(2)(3)

 Total

 ($)

 Scott N.
 Flanders

 $
 60,938

 $

 $
 160,938

 Ravila Gupta

 $
 50,000

 $

 $
 150,000

 David C. Hood

 $
 76,250

 $

 $
 176,250

 Stephen Murray

 $
 31,250

 $

 $
 131,250

 Glenn Sampson

 $
 42,500

 $

 $
 142,500

 Jennifer Venable

 $
 62,500

 $

 $
 162.500

 (1)

 The amounts shown
 in this column represent the aggregate grant date fair value of stock options computed in accordance with ASC 718, Compensation —
 Stock Compensation. The amount represents the grant date fair value of the stock options granted.

 (2)

 On August 28,
 2023, Mr. Flanders, Ms. Gupta, Mr. Hood, Mr. Murray, Mr. Sampson and Ms. Venable received 15,432 restricted
 stock units that vest in full on August 27, 2024.

 (3)

 At December 31, 2023,
 each of Mr. Sampson and Ms. Venable had 22,148 options outstanding, all of which were exercisable. Mr. Hood
 had 18,337 options outstanding, all of which were exercisable. Mr. Flanders had 13,078 options outstanding, all of which were
 exercisable.

 (4)

 Messrs. Fregenal and Harley
 are both named executive officers, and both also served as directors during 2023, but neither received additional compensation for
 service provided as a director in 2023.

 In April 2023, in consultation with Alpine Rewards, the Company's
outside compensation consultant, the Board adopted an updated non-employee director compensation policy, to be effective July 1,
2023. Under the updated policy, each non-employee director will receive an annual retainer of $50,000 per year in cash compensation,
as well as an annual grant of $100,000 in one-year time-vesting Restricted Stock Units. The compensation for the audit, compensation,
and nominating and governance committee chairs will remain the same as described above, and the Company will also pay the audit, compensation,
and nominating and governance committee members the following cash fees for serving in such position:

 Compensation Committee Member

 $7,500 per year in cash, paid quarterly.

 Audit Committee Member

 $10,000 per year in cash, paid quarterly.

 Nominating and Governance Member

 $5,000 per year in cash, paid quarterly.

 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.*

 —

 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., Live By, Inc.,
 the stockholders of Live By part hereto and Cory Scott, as stockholder representative. *

 —

 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. *

 —

 2.1

 2021

 3.1

 Restated
 Articles of Incorporation of Fathom Holdings Inc.

 S-1

 3.1

 2020

 3.1.1

 Articles
 of Amendment to the Restated Articles of Incorporation of Fathom Holdings Inc., effective July 27, 2020.

 —

 3.1

 August 4,
 2020

 3.2

 Second
 Amended and Restated Bylaws of Fathom Holdings Inc.

 S-1/A

 3.2

 July 16,
 2020

 4.1

 Underwriter
 Warrant issued August 4, 2020.

 —

 4.1

 August 4,
 2020

 4.2

 Description
 of Securities.

 —

 4.2

 March 24,
 2021

 4.3

 Senior Secured Convertible Promissory Note

 —

 4.1

 2023

 10.1

 Fathom
 Holdings Inc. 2017 Stock Plan. #

 —

 10.1

 August 4,
 2020

 10.2

 Fathom
 Ventures, Inc. 2017 Stock Plan Form of Restricted Stock Award Agreement. #

 S-1

 10.2

 2020

 10.3

 Fathom
 Holdings Inc. 2019 Omnibus Stock Incentive Plan. #

 —

 10.2

 August 4,
 2020

 10.3.1

 Amendment
 to Fathom Holdings Inc. 2019 Omnibus Stock Incentive Plan. #

 —

 10.1

 October 20,
 2021

 10.3.2

 Amendment
 to The Fathom Holdings Inc. 2019 Omnibus Stock Incentive Plan. #

 —

 10.1

 October 31,
 2022

 10.3.3

 Third
 Amendment to the Company's 2019 Omnibus Stock Incentive Plan. #

 —

 10.1

 August 28,
 2023

 10.4

 Fathom Agent Agreement. #

 S-1

 10.7

 2020

 10.5

 Commercial
 Lease Agreement, dated October 12, 2015, by and between Powell Commonwealth Associates, LLC and Fathom Realty, LLC.

 S-1

 10.8

 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

 10.9

 2020

 10.7

 Lease
 Agreement, dated October 1, 2015, by and between Henderson & Murphy LLC and Fathom Realty Holdings, LLC.

 S-1

 10.10

 2020

 10.8

 Securities Purchase Agreement

 10.1

 2023

 10.9

 Security Agreement

 10.2

 2023

 10.10

 Subsidiary Guarantee

 10.3

 2023

 16.1

 Letter
 dated June 8, 2021 regarding change in certifying accountant.

 —

 16.1

 June 11,
 2021

 21.1

 Fathom
 Holdings Inc. Subsidiaries.

 —

 21.1

 2024

 23.1 (1)

 Consent
 of Deloitte & Touche LLP.

 —

 23.1

 2024

 31.1

 Certification
 of the Principal Executive Officer and the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
 2002.

 31.1

 2024

 31.2

 Certification
 of the Principal Executive Officer and the 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.

 32.1

 2024

 101.INS

 —

 101.INS

 2024

 101.SCH

 —

 101.SCH

 2024

 101.CAL

 —

 101.CAL

 2024

 101.DEF

 —

 101.DEF

 2024

 101.LAB

 —

 101.LAB

 2024

 101.PRE

 —

 101.PRE

 2024

 Cover Page Interactive Data File, formatted in

 —

 —

 —

 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.

 # Management contract or compensatory plan.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.

 FATHOM HOLDINGS INC.

 Date: July 2, 2024

 By:

 /s/ Marco Fregenal

 Marco Fregenal

 President and Chief Executive Officer
 (Principal Executive Officer, Principal Financial Officer, And Principal Accounting
 Officer)

 S- 1