Fathom Holdings Inc美股招股说明书(2025-09-19版)

Common Stock We are offering 3,000,000shares of our common stock, no par value, which is listed on the Nasdaq Capital Market under the symbol“FTHM”. The last reported sale price of our common stock on September18, 2025 was $2.40 per share. We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply withcertain reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on pageS-4 of this prospectussupplement and on page7 of the accompanying prospectus, as well as the documents incorporated by reference into thisprospectus supplement and accompanying prospectus, to read about factors you should consider before investing in oursecurities. Price to the public (1)We have agreed to reimburse the underwriters for certain expenses that are not reflected above. See “Underwriting”. We intend to grant the underwriters an option to purchase up to 450,000additional shares of common stock at the public offeringprice, less underwriting discounts and commissions, within 45 days from the date of this prospectus supplement. See “Underwriting”for more information. The aggregate market value of our outstanding common stock held by non-affiliates as of the date of this prospectus is $52,264,972,based on 18,403,159 shares of outstanding common stock held by non-affiliates as of September15, 2025, and a per share price of$2.84, the closing sale price of our common stock on September11, 2025 (a date within 60 days of the date hereof). Pursuant toGeneral Instruction I.B.6 of FormS-3, in no event will we sell the securities described in this prospectus in a primary public offeringwith a value exceeding more than one-third of the aggregate market value of our common stock held by non-affiliates in the twelve-month period prior to the date of the sale of any such securities, so long as the aggregate market value of our outstanding commonstock held by non-affiliates remains below $75.0 million. Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is acriminal offense. The underwriters expect to deliver the shares of common stock to purchasers on or about September 22, 2025. Roth Capital Partners Prospectus supplement dated September 19, 2025 TABLE OF CONTENTS Prospectus SupplementPageNumberAbout this Prospectus SupplementS-1Prospectus Supplement SummaryS-2The OfferingS-3Risk FactorsS-4Special Note Regarding Forward-Looking StatementsS-6Use of ProceedsS-8DilutionS-9UnderwritingS-10Legal MattersS-17ExpertsS-17Where You Can Find Additional InformationS-17Incorporation of Documents by ReferenceS-17 Prospectus About this Prospectus1Special Note Regarding Forward-Looking Statements3The Company4Risk Factors7Use of Proceeds8Selling Shareholders9Plan of Distribution10Description of Our Capital Stock13Description of our Preferred Stock15Description of Warrants15Description of Debt Securities17Description of the Rights19Description of the Units21Legal Matters22Experts22Where You Can Find Additional Information22Incorporation of Documents by Reference22ii ABOUT THIS PROSPECTUS SUPPLEMENT On December29, 2023, we filed a Registration Statement on FormS-3 (File No.333-276318) with the United States Securities andExchange Commission (the “SEC”) using a shelf registration process. The Registration Statement was declared effective by the SECon January11, 2024. This prospectus supplement describes the specific terms of an offering of our common stock by us and adds to and updatesinformation contained in the accompanying prospectus and the documents incorporated by reference into the accompanyingprospectus. The accompanying prospectus provides more general information. If the information in this prospectus supplement isinconsistent with the accompanying prospectus or any document incorporated by reference therein filed prior to the date of thisprospectus supplement, you should rely on the information in this prospectus supplement. The rulesof the SEC allow us to incorporate by reference information into this prospectus supplement. This means that importantinformation is contained in other documents that are considered to be a part of this prospectus supplement. Additionally, informationthat we file later with the SEC will automatically update and supersede this information. You should carefully read both thisprospectus supplement and the accompanying prospectus together with the additional information that is incorporated or deemedincorporated by reference in this prospectus supplement before making an investment in our common stock. See “Incorporation ofDocuments by Reference” before making an investment in our common stock. This prospectus supplement contains summaries ofcertain provisions contained in some of the documents