Securities Registration: Employee Benefit Plan (s-8)
29 Diciembre 2022 - 1:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 29, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EXP WORLD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 98-0681092 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
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2219 Rimland Drive, Suite 301, Bellingham, WA | | 98226 |
(Address of Principal Executive Offices) | | (Zip Code) |
2015 Equity Incentive Plan
(Full title of the plan)
James Bramble
General Counsel
eXp World Holdings, Inc.
2219 Rimland Drive, Suite 301
Bellingham, WA 98226
(Name and address of agent for service)
(360) 685-4206
(Telephone number, including area code, of agent for service)
Copy to:
Christopher J. Voss
K&L Gates LLP
925 Fourth Avenue, Suite 2900
Seattle, Washington 98104
(206) 623-7580
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☒ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| | Emerging growth company | ☐ |
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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 7(a)(2)(B) of the Securities Act. | ☐ |
Statement of Incorporation by Reference
This Registration Statement on Form S-8, relating to the 2015 Equity Incentive Plan, as amended (the “2015 Incentive Plan”) of eXp World Holdings, Inc. (the “Registrant”), is being filed for the purpose of registering 27,876,003 additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Pursuant to General Instruction E to Form S-8, except as otherwise set forth below, this Registration Statement incorporates by reference the contents of the following Registration Statements on Form S-8 previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”):
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission and are incorporated herein by reference:
(c) | The Registrant’s Current Reports on Form 8-K filed with the SEC on April 1, April 13, May 4, June 22, August 3, August 19, September 29, November 2, 2022, and December 27, 2022 (excluding any portions of such documents that are furnished under Item 2.02 or Item 7.01 of Form 8-K and any exhibits included with such Items); and |
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof (excluding any documents or portions of such documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K and any exhibits included with such Items), and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters the securities offered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.
Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
See the description of the Registrant’s Common Stock contained in Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on February 25, 2022, including any amendments or reports filed for the purpose of updating such description.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellingham, State of Washington, on December 29, 2022.
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| EXP WORLD HOLDINGS, INC. |
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| | /s/ Glenn Sanford |
| By: | Glenn Sanford |
| | Chairman of the Board and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Glenn Sanford and Jeff Whiteside, and each of them, either of whom may act without joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with the power of substitution and resubstitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign and to file any or all amendments to this registration statement, including post-effective amendments to this registration statement, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, and each of them, power and authority to perform any other act on behalf of the undersigned required to be done in connection therewith.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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Signature | | Title | | Date |
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/s/ Glenn Sanford | | Chairman of the Board and Chief Executive Officer | | December 29, 2022 |
Glenn Sanford | | (principal executive officer) | | |
| | | | |
/s/ Jeff Whiteside | | Chief Financial Officer | | December 29, 2022 |
Jeff Whiteside | | (principal financial officer) | | |
| | | | |
/s/ Dan Cahir | | Director | | December 29, 2022 |
Dan Cahir | | | | |
| | | | |
/s/ Darren Jacklin | | Director | | December 29, 2022 |
Darren Jacklin | | | | |
| | | | |
/s/ Eugene Frederick | | Director | | December 29, 2022 |
Eugene Frederick | | | | |
| | | | |
/s/ Jason Gesing | | Director | | December 29, 2022 |
Jason Gesing | | | | |
| | | | |
/s/ Monica Weakley | | Director | | December 29, 2022 |
Monica Weakley | | | | |
| | | | |
/s/ Randall Miles | | Director | | December 29, 2022 |
Randall Miles | | | | |
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