{"url_path":"/sec/agnt/8-k/2026-06-11/item-3-03","section_key":"item-3-03","section_title":"Item 3.03 ****Material Modification to Rights of Shareholders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1495932/0001104659-26-072747-index.html","accession_number":"0001104659-26-072747","cik":"0001495932","ticker":"AGNT","issuer_name":"AGNT, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1495932/0001104659-26-072747-index.html","primary_entity_key":"0001495932","primary_entity_name":"AGNT, Inc."},"word_count":788,"has_tables":true,"body_markdown":"**Item 3.03****Material Modification to Rights of Shareholders.**\n\nOn June 10, 2026, the Company filed a certificate of amendment (the “Name Change Charter Amendment”) to the Delaware Restated Certificate of Incorporation (the “Delaware Charter”) with the Secretary of State of the State of Delaware, to change the name of the Company from eXp World Holdings, Inc. to AGNT, Inc. (the “Name Change”). The Company’s board of directors (the “Board”) approved the Name Change Charter Amendment, and pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware, the Name Change did not require approval of the Company’s stockholders and does not affect the rights of the Company’s stockholders.\n\nAs previously reported on Form 8-K filed with the SEC on May 11, 2026, at the Company’s 2026 Annual Meeting of Stockholders held on May 8, 2026, (i) stockholders holding a majority of the outstanding shares of common stock entitled to vote thereon and (ii) stockholders holding a majority of the votes cast by disinterested stockholders, excluding any member of the Board, any officer of the Company, and “affiliates” and “associates” of those persons, approved and adopted the redomestication of the Company from the State of Delaware to the State of Texas (the “Redomestication”) by means of a plan of conversion (the “Plan of Conversion”), as described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 9, 2026 (the “Proxy Statement”). Pursuant to the Plan of Conversion, the Company effected the Redomestication on June 11, 2026 by filing: (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) a certificate of conversion with Secretary of State of the State of Texas and (iii) a certificate of formation with the Secretary of State of the State of Texas (the “Texas Charter”). The Company also adopted new bylaws (the “Texas Bylaws”) to reflect the Redomestication.\n\nThrough the adoption of the Plan of Conversion, at the effective time of the Redomestication:\n\n●The Company continues its existence as a Texas corporation (the “Texas Corporation”) and continues to operate its business under the current name, ‘‘AGNT, Inc.’’\n\n●The internal affairs of and the rights of stockholders of the Company ceased to be governed by Delaware law and are instead governed by Texas law.\n\n●The Company ceased to be governed by the Delaware Charter and the Delaware Restated Bylaws and is instead governed by the provisions of the Texas Charter and the Texas Bylaws.\n\n●The Redomestication did not result in any change in the Company’s headquarters, business, jobs, management, number of employees, obligations, assets, liabilities or net worth (other than as a result of the transaction costs related to the Redomestication).\n\n●Each outstanding share of common stock, par value $0.00001 of the Company automatically converted into one outstanding share of common stock, par value $0.00001 of the Texas Corporation.\n\n●Stockholders of the Company are not required to exchange their existing stock certificates for new stock certificates.\n\n●Each outstanding restricted stock unit, option, or right to acquire shares of the Company, as applicable, continues in existence in the form of and automatically became a restricted stock unit, option, or right to acquire an equal number of shares of common stock of the Texas Corporation, as applicable, under the same terms and conditions.\n\n●The common stock of the Texas Corporation resulting from the conversion continues to be traded on the Nasdaq Global Select Market under the current symbol ”AGNT”. The Redomestication did not cause any interruption in the trading of such common stock.\n\n●The Redomestication did not adversely affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Texas Corporation.\n\n●The Redomestication did not have any material adverse accounting implications for the Company.\n\nCertain rights of the Company’s stockholders were changed as a result of the Redomestication. A more detailed description of the Plan of Conversion, Texas Charter, and Texas Bylaws, and the effects of the Redomestication, is set forth under “PROPOSAL 4 – APPROVAL OF REDOMESTICATION FROM DELAWARE TO TEXAS, BY CONVERSION” of the Proxy Statement, and the description contained therein is incorporated herein by reference.\n\nThe foregoing descriptions of the Plan of Conversion, the Texas Charter and the Texas Bylaws do not purport to be complete and are subject to and qualified in their entirety by the full text of Plan of Conversion, the Texas Charter and the Texas Bylaws, copies of which are attached hereto as Exhibit 2.1, Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated by reference herein.\n\n​\n\nA copy of the press release announcing the Redomestication is attached hereto as Exhibit 99.1.\n\n​"}