EXP World Holdings, Inc. (Form: 8-K, Received: 03/24/2020 17:27:11)

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

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

Exhibit 3.1

Delaware

The First State

Page 1

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CORRECTION OF “EXP WORLD HOLDINGS, INC.”, FILED IN THIS OFFICE ON THE TWENTY-THIRD DAY OF MARCH,

A.D. 2020, AT 6:28 O`CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.


4581575 8100 SR# 20202323810		Authentication: 202646407 Date: 03-24-20

You may verify this certificate online at corp.delaware.gov/authver.shtml

	State of Delaware
	Secretary of State
	Division of Corporations
	Delivered 06:28 PM 03/23n 020
	FILED 06:28 PM 03/23n 020
	SR 20202323810 - FileNumber 4581575

CERTIFICATE OF CORRECTION

THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

EXP WORLD HOLDINGS, INC.

EXP WORLD HOLDINGS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

The name of the corporation is eXp World Holdings, Inc. (the "Corporation").

An Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on January 22, 2019, and said Amended and Restated Certificate of Incorporation requires correction as permitted by subsection (f) of Section 103 of the General Corporation Law of the State of Delaware.

The inaccuracies or defects of said Amended and Restated Certificate of Incorporation to be corrected are as follows: ARTICLE III, Section 3.01 incorrectly states that the par value per share of the Corporation's Common Stock is $0.0001 per share and it should state such par value as being $0.00001 per share.

ARTICLE III, Section 3.01 of the Amended and Restated Certificate of Incorporation is corrected to read, in its entirety, as follows:

"SECTION 3.01. Amount The total number of shares of stock which the Corporation has authority to issue is 220,000,000 shares initially all of which are designated as Common Stock, par value of$0.00001 per share ("Common Stock").

[SIGNATURE PAGE FOLLOWS]

In WITNESS WHEREOF, the undersigned authorized officer of the Corporation has hereunto set his hand this 23rd day of March, 2020.



By:
	Name:	James Bramble
	Title:	Chief Counsel and Corporate Secretary