Offering priced at the closing price with warrants exercisable at a 25% premium to the close and non-exercisable for the first six months

Neighborhood Intelligence (NASDAQ:NXH) ("Neighborhood" or the "Company") today announced that it has entered into a definitive agreement for the purchase and sale of an aggregate of 16,485,508 shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $2.76 per share (or pre-funded warrant in lieu thereof) in a registered direct offering. In addition, the Company will issue warrants to purchase up to 16,123,189 shares of common stock. The warrants will have an exercise price of $3.45 per share, will be exercisable six months following the initial issuance date, and will expire five years following the initial exercise date. The closing of the offering is expected to occur on or about October 6, 2026, subject to the satisfaction of customary closing conditions.

The registered direct was led by certain funds managed by Highbridge Capital Management LLC ("Highbridge") with participation from the Company’s President’s List including Executive Chairman and CEO of Neighborhood Intelligence, Marcus Lemonis. The Company’s Chief Executive Officer will participate in the offering at the same purchase price per share as other investors but has elected to forgo the accompanying warrants and will receive only shares of common stock.

Use of Proceeds and Capital Allocation

The Company intends to use the net proceeds from the offering to accelerate merger synergies and build inventory. Any remaining proceeds will be used for working capital and general corporate purposes.

The offering reflects the Company's continued focus on its core business and on disciplined capital management. As part of that focus, the Company intends to reduce the size of its at-the-market equity offering facility by more than half, from $200 million to approximately $75 million, effective upon the announcement of the offering. Together, these steps support the Company's commitment to accelerating merger synergies, improving operating efficiency, and strengthening its balance sheet.

Rodman & Renshaw LLC is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $45.5 million, before deducting the placement agent fees and other offering expenses payable by the Company. The potential additional gross proceeds from the warrants, if fully exercised on a cash basis, will be approximately $56.25 million. No assurance can be given that any of the warrants will be exercised or that the Company will receive cash proceeds from the exercise of the warrants. The Company currently intends to use the net proceeds from the offering for working capital and other general corporate purposes.