AGNT, Inc. 10-Q/A

​ ​ ​ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ​ FORM 10-Q/A (Amendment No. 1) ​ ​ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ​ For the transition period from ______________________ to ______________________ ​ Commission File Number: 001-38493 EXP WORLD HOLDINGS, INC . (Exact name of registrant as specified in its charter) ​ ​ Delaware 98-0681092 (State or other jurisdiction ​ (I.R.S. Employer of incorporation or organization) ​ Identification No.) ​ ​ ​ 2219 Rimland Drive, Suite 301 , Bellingham , WA ​ 98226 (Address of principal executive offices) ​ (Zip Code) ( 360 ) 685-4206 (Registrant’s telephone number, including area code) ​ Securities registered pursuant to Section 12(b) of the Act: ​ ​ ​ ​ (Title of Each Class) (Trading Symbol) (Name of each exchange on which registered) Common Stock, $0.00001 par value per share EXPI The Nasdaq Stock Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ ​ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ 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,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ​ ​ ​ ​ ​ ​ ​ Large accelerated filer ☒ ​ Accelerated filer ☐ ​ Non-accelerated filer ☐ ​ Smaller reporting company ☐ 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. ☐ ​ Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ ​ There were 153,588,186 shares of the registrant’s Common Stock, $0.00001 par value, outstanding as of June 30, 2023. ​ ​ ​ ​ ​ ​ EXPLANATORY NOTE eXp World Holdings, Inc. (the “Company”, “us”, and “our”) is filing this Quarterly Report on Form 10-Q/A, Amendment No. 1 (the “Form 10Q/A”) to amend its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023 filed with the Securities and Exchange Commission on August 3, 2023 (the “Form 10-Q”), for the sole purposes of (i) furnishing the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws as Exhibits 3.1 and 3.2, respectively, in a format showing the changes made to those documents, and (ii) updating the hyperlink for Exhibit 10.2 to link to the correct filing. The changes in Exhibits 3.1 and 3.2 were inadvertently omitted from the prior Exhibits 3.1 and 3.2 furnished with the Form 10-Q due to unanticipated technical difficulties. The incorrect hyperlink for Exhibit 10.2 was the result of an inadvertent administrative error. No other changes have been made to the Original Report. This Form 10-Q/A continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-Q. 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 ​ ​ ​ 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 8, 2023 eXp World Holdings, Inc. ​ ​ (Registrant) ​ ​ ​ ​ ​ /s/ Jeff Whiteside ​ ​ Jeff Whiteside ​ ​ Chief Financial Officer (Principal Financial Officer) ​ ​ ​ ​ ​ ​ ​