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EX-3.1 - EX-3.1 - EXP World Holdings, Inc.ex-3d1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 23, 2020

Picture 1

EXP WORLD HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Delaware

001-38493

98-0681092

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

2219 Rimland Drive, Suite 301

Bellingham, WA 98226

 (Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (360) 685‑4206

Securities registered pursuant to section 12(g) of the Act:

 

 

 

 

 

 

Common Stock, par value $0.00001 per share

    

EXPI

    

NASDAQ

(Title of Each Class)

 

(Trading Symbol)

 

(Name of each exchange on which registered)

 

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

[_] Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

[_] Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 ((§240.12b‑2 of this chapter).

Emerging growth company [_]

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. [_]

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 23, 2020, eXp World Holdings, Inc. (the “Corporation”) filed with the Secretary of State of the State of Delaware a Certificate of Correction (the “Certificate of Correction”) to correct its Amended and Restated Certificate of Incorporation filed on January 22, 2019 (the “Amended and Restated Certificate of Incorporation”). The Amended and Restated Certificate of Incorporation erroneously stated that the par value of the Corporation’s Common Stock is $0.0001 per share. The par value of the Corporation’s Common Stock should have been stated as being $0.00001 per share. The Certificate of Correction corrects this scrivener’s errors to the Amended and Restated Certificate of Incorporation by modifying Article III, Section 3.01 to correctly state such par value.

 

The foregoing description of the Certificate of Correction is qualified in its entirety by reference to the full text of the Certificate of Correction attached as an exhibit hereto. 

 

Item 9.01. Financial Statements and Exhibits.

 

(d)       Exhibits.

 

 

 

Exhibit No.

Description

3.1

Certificate of Correction, March 23, 2020

 

 

 

SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

eXp World Holdings, Inc.

 

(Registrant)

 

 

Date: March 24, 2020

/s/ James Bramble

 

James Bramble

 

General Counsel