As filed with the Securities and Exchange Commission on September 14, 2023

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

FATHOM HOLDINGS INC.

(Exact name of registrant as specified in its charter)

2000 Regency Parkway Drive, Suite 300

Cary, North Carolina, 27518

(Address of principal executive offices)(Zip Code)

Fathom Holdings Inc. 2019 Omnibus Stock Incentive Plan, as amended

(Full title of the plan)

Joshua Harley

Chief Executive Officer

2000 Regency Parkway Drive, Suite 300

Cary, North Carolina, 27518

Telephone: (888) 455-6040

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Andrew J. Gibbons, Esq.

Lorna A. Knick, Esq.

Wyrick Robbins Yates & Ponton LLP

4101 Lake Boone Trail, Suite 300

Raleigh, North Carolina 27607

(919) 781-4000

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.

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 7(a)(2)(B) of the Securities Act. x

EXPLANATORY NOTE

This Registration Statement is being filed by the Registrant to register an additional 3,700,000 shares of Common Stock, securities of the same class for which a Registration Statement on Form S-8 relating to the 2019 Omnibus Incentive Stock Plan, as amended (the “2019 Stock Plan”) is effective. Accordingly, the contents of the previous Registration Statements on Forms S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on August 21, 2020 (File No. 333-248234) and June 15, 2022 (File No. 333-265625) (the “Previous Registration Statements”), including periodic reports filed after the Previous Registration Statements on Forms S-8 to maintain current information about the Registrant, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.

On September 6, 2022, the Registrant’s Board of Directors approved an increase of 2,000,000 shares in the number of shares of Common Stock reserved under the 2019 Stock Plan. The Registrant’s shareholders approved the increase on October 31, 2022. Accordingly, the number of shares of Common Stock available for issuance was increased by 2,000,000 shares effective October 31, 2022. On June 27, 2023, the Registrant’s Board of Directors approved an additional increase of 1,700,000 shares in the number of shares of Common Stock reserved under the 2019 Stock Plan. The Registrant’s shareholders approved the increase on August 28, 2023. Accordingly, the number of shares of Common Stock available for issuance was increased by an additional 1,700,000 shares effective August 28, 2023.

This Registration Statement registers the 2,000,000 additional shares of Common Stock that became available for issuance under the 2019 Stock Plan on October 31, 2022 and the 1,700,000 additional shares of Common Stock that become available for issuance under the 2019 Stock Plan on August 28, 2023, as a result of the amendments. Previously, 1,740,009 shares reserved for issuance under the 2019 Stock Plan were registered under the Previous Registration Statements. An aggregate of 320,769 shares of Common Stock available for issuance under the 2019 Stock Plan have not been registered due to an available exemption under Rule 701.

The following documents previously filed by the Registrant with the Commission are incorporated herein by reference:

In addition, documents filed, but not furnished, by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered under this Registration Statement have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. In no event, however, will any of the information, including exhibits, that the Registrant discloses under Item 2.02 and Item 7.01 of any report on Form 8-K that has been or may be, from time to time, furnished to the Commission, be incorporated by reference into or otherwise become a part of this Registration Statement.

Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded.

The following exhibits are filed as part of this Registration Statement:

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cary, State of North Carolina, on the 14^th day of September, 2023.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Joshua Harley and Marco Fregenal, acting singly, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.