EXP World Holdings, Inc. (Form: 8-K, Received: 09/29/2022 06:01:47)

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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): September 27, 2022

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

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))

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)

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 8.01Other Events.

On September 27, 2022, the Board of Directors of eXp World Holdings, Inc. (the “Company”) approved, and the Company entered into, a form of second amendment to that certain Issuer Repurchase Plan, dated January 10, 2022, by and between the Company and Stephens Inc., which is attached hereto as Exhibit 10.5.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.	Description
10.5	Second Amendment to eXp World Holdings, Inc. Stock Repurchase Program
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities 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: September 28, 2022	/s/ James Bramble
	James Bramble
	General Counsel

Exhibit 10.5

Second Amendment to Issuer Repurchase Plan

(under Rules 10b-18 and 10b5-1 of the Securities Exchange Act of 1934)

This Second Amendment to Issuer Repurchase Plan, dated September 27, 2022 (the “Second Amendment”), amends that certain Issuer Repurchase Plan dated January 10, 2022 (the “Purchase Plan”) entered into by and between eXp World Holdings, Inc. (“Purchaser” or “Issuer”) and Stephens Inc. (“Stephens”). The Purchase Plan was previously amended by the First Amendment to Issuer Repurchase Plan dated May 6, 2022.

Purchaser and Stephens hereby agree as follows:

1.All capitalized terms used in this Second Amendment and not defined herein shall have the meanings set forth in the Purchase Plan unless the context clearly requires otherwise.

2. Section C.3.(c) of the Purchase Plan is hereby deleted in its entirety and replaced with the following:

(c)Beginning on October 1, 2021 and continuing throughout the Plan Purchase Period, the “Daily Purchase Amount” for any Purchase Day shall be the maximum number of shares allowed under Rule 10b-18(b)(4) (using 25% of average daily trading volume reported for the Stock during the four calendar weeks preceding the week in which the purchase is to be effected); provided, however, that the total dollar amount of all aggregate purchases under the Purchase Plan during any calendar month shall not exceed $13,300,000, not including any commissions or fees.

3. Purchaser hereby represents, warrants and covenants that (i) Purchaser is not aware of any material nonpublic information concerning the Purchaser or its securities, (ii) Purchaser is entering into this Second Amendment in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, and (iii) there are no legal, contractual or regulatory restrictions applicable to Purchaser or its affiliates that would prohibit Purchaser from entering into this Second Amendment or prohibit any purchase pursuant to the Purchase Plan, as amended hereby.

4. Except as expressly provided in this Second Amendment, the Purchase Plan, as previously amended, shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the undersigned have signed this Purchase Plan as of the date first written above.


EXP WORLD HOLDINGS, INC.		STEPHENS INC.



By:	/s/ Kent Cheng	By:	/s/ Leon Lants
Printed Name:	Kent Cheng	Printed Name:	Leon Lants
Title:	Chief Accounting Officer	Title:	Director of Trading Operations