AGNT, Inc. 10-Q

Item 5. OTHER INFORMATION Quarterly Directors and Officers 10b5-1 Disclosure During the three months ended June 30, 2023, Jason Gesing , Director and Chief Industry Relations Officer , adopted a Rule 10b5–1 trading arrangement (as defined in Item 408(a)(1)(i) of Regulation S-K). This action took place on May 10, 2023 . The duration of the trading arrangement is through July 15, 2024 . The aggregate number of shares of the Company’s common stock that may be purchased pursuant to the trading arrangement is 304,960 . The aggregate number of shares of the Company’s common stock that may be sold pursuant to the trading arrangement is 304,960 . Adoption of 2023 Equity Incentive Plan Due to limited shares available for issuance and the upcoming expiration of the 2015 Equity Incentive Plan, the Compensation Committee of the Board approved, and recommended that the Board approve and adopt, a new equity incentive plan to serve as the successor to our 2015 Equity Incentive Plan. The Board adopted the 2023 Equity Incentive Plan on July 28, 2023, and, stockholders holding a majority of the voting power of the Company adopted the Plan on July 29, 2023, by written consent in lieu of a meeting. The 2023 Equity Incentive Plan and a summary of its principal terms and conditions will be set forth in an information statement to be filed with the Securities and Exchange Commission and provided to all of our stockholders. Amended and Restated Governance Documents In order to offer the Board and stockholders certain governance efficiencies and to address past drafting errors, the Board approved, and recommended that the stockholders approve, and adopt, an Amended and Restated Certificate of Incorporation of the Company (the “Updated Charter”) and an Amended and Restated Bylaws of the Company (the “Updated Bylaws”). The Board adopted the Updated Charter and Updated Bylaws on July 28, 2023, and, stockholders holding a majority of the voting power of the Company adopted the Updated Charter and Updated Bylaws on July 29, 2023, by written consent in lieu of a meeting. The Updated Charter was filed and effective with the Delaware Secretary 32 Table of Contents of State on August 1, 2023. The Updated Charter and Updated Bylaws are attached hereto as Exhibits 3.1 and 3.2 hereto, respectively, in redline format showing changes made as compared to the previously effective Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Corporation, respectively. Item 6. EXHIBITS ​ ​ ​ ​ ​ ​ Exhibit ​ Exhibit ​ ​ ​ Incorporated by Reference Number Description Form Exhibit Filing Date/Period End Date 3.1 ​ Amended and Restated Certificate of Incorporation ​ NA NA NA ​ ​ ​ ​ ​ ​ ​ 3.2 ​ Amended and Restated Bylaws ​ NA NA NA ​ ​ ​ ​ ​ ​ ​ 4.1 ​ Description of Securities ​ 10-K 4.1 2/28/2023 ​ ​ ​ ​ ​ ​ ​ 10.1 ​ Fourth Amendment to eXp World Holdings, Inc. Stock Repurchase Plan ​ 8-K 10.1 5/12/2023 ​ ​ ​ ​ ​ ​ ​ 10.2 ​ Fourth Amendment to eXp World Holdings, Inc. Stock Repurchase Program ​ 8-K NA 5/22/2023 ​ ​ ​ ​ ​ ​ ​ 10.3 ​ Fifth Amendment to eXp World Holdings, Inc. Stock Repurchase Plan ​ 8-K 10.1 6/26/2023 ​ ​ ​ ​ ​ ​ ​ 13.1 ​ Annual Report on Form 10-K ​ 10-K NA 2/28/2023 ​ ​ ​ ​ ​ ​ ​ 31.1* ​ Certification of the Chief Executive Officer pursuant to Rule 13a 14(a) under the Securities Exchange Act of 1934 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2* ​ Certification of the Chief Financial Officer pursuant to Rule 13a 14(a) under the Securities Exchange Act of 1934 ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1** ​ Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.2** ​ Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.INS ​ Inline XBRL Instance Document ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) ​ ​ ​ ​ * Filed herewith ** Furnished herewith ​ 33 Table of Contents 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. ​ ​ ​ August 3, 2023 eXp World Holdings, Inc. ​ ​ (Registrant) ​ ​ ​ ​ ​ /s/ Jeff Whiteside ​ ​ Jeff Whiteside ​ ​ Chief Financial Officer (Principal Financial Officer) ​ ​ ​ 34