UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2022
Commission File Number: 001-40442
THE REAL BROKERAGE INC.
(Registrant)
133 Richmond Street West, Suite 302
Toronto, Ontario M5H 2L3 Canada
(Address of Principal Executive Offices)
Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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.
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THE REAL BROKERAGE INC. |
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(Registrant) |
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Date April 7, 2022 |
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/s/ Tamir Poleg |
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Tamir Poleg |
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Chief Executive Officer |
EXHIBIT INDEX
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Exhibit |
Description of Exhibit |
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FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
The Real Brokerage Inc. ("Real" or "Company")
133 Richmond Street West
Suite 302
Toronto, Ontario M5H 2L3
Item 2 Date of Material Change
January 21, 2022
Item 3 News Release
The Company disseminated a news release via Cision on January 21, 2022 in respect of the material change and the news release was subsequently filed on SEDAR at www.sedar.com.
Item 4 Summary of Material Change
The Company announced that it had completed the acquisition of 100% of the issued and outstanding equity interests of Expetitle, Inc. ("Expetitle") pursuant to a stock purchase agreement dated January 20, 2022 (the "Transaction").
Item 5.1 Full Description of Material Change
The Company announced that it had completed an acquisition of 100% of the issued and outstanding equity interests of Expetitle pursuant to a stock purchase agreement dated January 20, 2022.
Transaction Details
The purchase price for 100% of the issued and outstanding equity interests of Expetitle was for aggregate cash consideration US$8.232 million, with US$7.432 million payable in cash at the closing of the Transaction and US$800,000 subject to escrow, that will be released on the twelfth (12) month anniversary of the Transaction and upon the satisfaction or waiver of certain terms and conditions.
In connection with the Transaction, Real also granted an aggregate of 700,000 incentive stock options ("Options") and an aggregate of 1.1 million restricted share units ("RSUs") to members of the Expetitle team pursuant to Real's Amended and Restated Stock Option Plan and Restricted Share Unit Plan. The Options will vest quarterly over 3 years and are exercisable for a period of 3 years at $3.60 per share. The RSUs will vest quarterly over 3 years.
Item 5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
No significant facts remain confidential in, and no information has been omitted from, this report.
Item 8 Executive Officer
Tamir Poleg
Chief Executive Officer
Tel: 646-469-7107
Item 9 Date of Report
January 28, 2022