The capital raise at-the-market pricing with no premium, combined with the concurrent merger termination and the 14.3% dilution signals near-term selling pressure. Monitor whether the company executes on its stated use of proceeds to accelerate merger synergies and build inventory, and whether the $3.45 warrant exercise price creates an overhang that caps upside until exercised or expired.
Price Chart
Executive Summary
Neighborhood Intelligence, Inc. (NXH) is conducting a registered direct offering of 11,243,511 shares of common stock and pre-funded warrants to purchase up to 5,241,997 shares, each with accompanying warrants to purchase one share at $3.45, for total gross proceeds of approximately $45.5 million. The offering is priced at $2.76 per share/warrant unit, matching the prior day's closing price, and is being conducted one day after the company terminated its merger agreement with Fathom Holdings and issued a business update citing strong revenue momentum and gross margin expected to exceed 30%. The net proceeds of ~$42.6 million will be used to accelerate merger synergies and build inventory, with the offering representing ~14.3% dilution to existing shareholders.
Key Facts
- Offering of 11,243,511 shares of common stock and pre-funded warrants for 5,241,997 shares, each with an accompanying warrant for one share at $3.45 exercise price
- Total gross proceeds of $45,494,760.08; net proceeds estimated at ~$42.6 million after fees and expenses
- Offering priced at $2.76 per unit, equal to the October 2, 2026 closing price
- Immediate dilution of $1.65 per share to new investors based on June 30, 2026 net tangible book value
- Pro forma shares outstanding of 115,193,648 after the offering, representing ~14.3% dilution from current 98,708,140 shares outstanding
- Accompanying warrants exercisable at $3.45 beginning 6 months from issuance, expiring in 5 years; up to 16,123,189 additional shares issuable upon exercise
- Placement agent warrants for 494,565 shares at $3.45, expiring 5 years from commencement of sales
- Filing follows termination of merger agreement with Fathom Holdings on October 5, 2026, and a business update citing strong revenue momentum and gross margin expected to exceed 30%
- Company has a $75M ATM program with ~$72.1M remaining available for future sales
- 90-day lock-up on company from issuing additional equity; 6-month restriction on variable-rate securities
Financial Impact
~$42.6 million net proceeds raised; immediate dilution of $1.65 per share (60% of offering price) to new investors; pro forma dilution of ~14.3% to existing shareholders
Risk Factors
- Immediate and substantial dilution of $1.65 per share (60% of offering price) to new investors
- Potential additional dilution from up to 16.6M shares upon exercise of warrants at $3.45, creating a future overhang
- No established trading market for warrants, limiting liquidity and exit options for warrant holders
- Company has broad discretion in use of proceeds, which may not enhance shareholder value
- Concurrent termination of merger agreement with Fathom Holdings introduces strategic uncertainty
- Remaining $72.1M ATM program could further dilute shareholders if utilized
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 424B5 Filing (Primary) | 0001140361-26-038731 |
| Document: 0001140361-26-038731-index-headers.html | 0001140361-26-038731 |
| Document: 0001140361-26-038731-index.html | 0001140361-26-038731 |
| Document: 0001140361-26-038731.txt | 0001140361-26-038731 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 27, 2026 today | SC 13G/A | $1.60 | awaiting T+5 | — | $1.60 (+0.06%) |
Oct 13, 2026 14d ago | 3 | $1.62 $1.40 | ▼ −13.58% | ▼ −14.03% | $1.60 (−1.23%) |
Oct 6, 2026 21d ago | 25-NSE | $1.78 $1.62 | ▼ −8.99% | ▼ −8.01% | $1.60 (−10.11%) |
Oct 6, 2026 21d ago | 8-K | $1.78 $1.62 | ▲ +8.99% | ▲ +8.01% | $1.60 (+10.11%) |
Oct 6, 2026 21d ago | 424B5 | $1.83 $1.63 | ▲ +10.93% | ▲ +10.79% | $1.60 (+12.57%) |
Oct 5, 2026 22d ago | 8-K | $1.83 $1.63 | ▼ −10.93% | ▼ −10.79% | $1.60 (−12.57%) |
Oct 5, 2026 22d ago | 424B5 | $2.06 $1.62 | ▼ −21.36% | ▼ −21.78% | $1.60 (−22.33%) |
Oct 5, 2026 22d ago | 8-K | $2.06 $1.62 | ▼ −21.36% | ▼ −21.78% | $1.60 (−22.33%) |
Aug 18, 2026 9w ago | DEFA14A / EFFECT | $4.27 $4.01 | ▲ +6.09% | ▲ +5.70% | $1.60 (+62.53%) |
US Market Status
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