EXPI eXp World Holdings Inc

As filed with the Securities and Exchange Commission on December 11, 2023

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)

​

​

​

​

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.

​

​

​

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 4,585,177 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:

​

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.

​

​

2

Item 8. Exhibits

​

​

​

​

3

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 11, 2023.

​

​

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Glenn Sanford and Kent Cheng, 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.

​

​

​

4

​

Exhibit 5.1

​

​

December 11, 2023

eXp World Holdings, Inc.

2219 Rimland Drive, Suite 301

Bellingham, WA 98226

Ladies and Gentlemen:

We have acted as your counsel in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed on the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “1933 Act”), for the registration of 4,585,177 shares (the “Shares”) of the common stock, par value $0.00001 per share (“Common Stock”), of eXp World Holdings, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2015 Equity Incentive Plan, as amended (the “2015 Plan”).

You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of rendering our opinion, we have examined the Registration Statement, the Company’s Restated Certificate of Incorporation and Restated Bylaws, the 2015 Plan, and the action of the board of directors and stockholders of the Company relating to the approval of the 2015 Plan (the “Plan Resolutions”). We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we also have relied on a certificate of an officer of the Company. We have made such other investigation as we have deemed appropriate.

For the purposes of this opinion letter, we have made assumptions that are customary in opinion letters of this kind, including that (a) each document submitted to us is accurate and complete; (b) each such document that is an original is authentic; (c) each such document that is a copy conforms to an authentic original; (d) all signatures on each such document are genuine; and (e) the Company is and shall remain at all times a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. We have further assumed the legal capacity of natural persons, and we have assumed that each party to the documents we have examined or relied on has the legal capacity or authority and has satisfied all legal requirements that are applicable to that party to the extent necessary to make such documents enforceable against that party. We have not verified any of those assumptions.

In rendering our opinion below, we have assumed further that: (a) the Company will have sufficient authorized and unissued shares of Common Stock at the time of each issuance of any of the Shares under the 2015 Plan; (b) the Shares will be evidenced by appropriate certificates, duly executed and delivered, or the Company’s Board of Directors has adopted or will adopt a resolution providing that all of the Shares shall be uncertificated in accordance with Section 158 of the Delaware General Corporation Law (the “DGCL”) prior to their issuance; (c) the issuance of each Share will be duly noted in the Company’s stock ledger upon its issuance; (d) the Company will receive consideration for each Share at least equal to the par value of such share of Common Stock and in the amount required by the 2015 Plan (or the award agreement issued thereunder) and the Authorizing Resolutions (as defined below); and (e) prior to the issuance of any Shares under the 2015 Plan, the Company’s Board of Directors (or a duly authorized committee thereof) will duly authorize each award granted under the 2015 Plan pursuant to resolutions duly adopted in accordance with the DGCL (the “Award Resolutions” and, together with the Plan Resolutions the “Authorizing Resolutions”), an award agreement, the 2015 Plan, and the Plan Resolutions.

​

​

Our opinion set forth below is limited to the DGCL, including reported judicial decisions interpreting the DGCL. We express no opinion on the effects of principles of equity on our opinion set forth below, including the laws governing the fiduciary duties of directors, officers and stockholders.

Based on and subject to the foregoing, it is our opinion that the Shares, when issued and paid for pursuant to and in accordance with the 2015 Plan, the Authorizing Resolutions and the applicable award agreement, will be validly issued, fully paid, and nonassessable.

This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving our consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations thereunder.

​

2

Exhibit 107.1

Calculation of Filing Fee Table

​

Form S-8

(Form Type)

​

eXp World Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

​

Table 1: Newly Registered Securities

​

​

​

​