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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
40-F/A
(Amendment
No. 1)
☐ Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
☒ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2023 |
Commission File Number 001-40442 |
The
Real Brokerage Inc.
(Exact
name of Registrant as specified in its charter)
N/A
(Translation
of Registrant’s name into English (if applicable))
British Columbia,
Canada |
|
7370 |
|
N/A |
(Province or other jurisdiction
of |
|
(Primary Standard Industrial |
|
(I.R.S. Employer |
incorporation or organization)
|
|
Classification
Code Number) |
|
Identification Number) |
701
Brickell Avenue, 17th
Floor
Miami,
Florida,
33131 USA
(646)
859-2368
(Address
and telephone number of Registrant’s principal executive offices)
Cogency
Global Inc.
122
East 42nd Street, 18th Floor
New
York, NY 10168
1-800-221-0102
(Name,
address (including zip code) and telephone number (including area code) of agent for service in the United States)
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Common Shares, no par
value |
|
REAX |
|
The Nasdaq Stock Market
LLC |
Securities
registered pursuant to Section 12(g) of the Act: None
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For
annual reports, indicate by check mark the information filed with this Form:
☒
Annual information form |
☒
Audited annual financial statements |
Indicate
the number of outstanding shares of each of the registrant’s classes of capital or common stock as of the close of the period covered
by the annual report: 183,605,781 outstanding as of December 31, 2023.
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted 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 and post such files). ☒
Yes ☐ No
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
☒
Emerging growth company
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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.
† |
The term “new or
revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012. |
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Auditor Firm ID |
|
Auditor Name |
|
Auditor Location |
1197 |
|
Brightman Almagor Zohar & Co |
|
Tel Aviv, Israel |
EXPLANATORY
NOTE
The
Real Brokerage Inc. (the “Company,” “Registrant,” or “Real”) is a “foreign private
issuer” as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is
a Canadian issuer eligible to file its annual report (“Annual Report”) pursuant to Section 13 of the Exchange Act on
Form 40-F pursuant to the multi-jurisdictional disclosure system (the “MJDS”) adopted by the United States Securities
and Exchange Commission (the “SEC”). The Company’s common shares are listed in the United States on the Nasdaq
Capital Market (“NASDAQ”) under the trading symbol “REAX.”
The Company is filing this Amendment No. 1 (this “Amendment”) to its original annual report on Form 40-F
for the year ended December 31, 2023, which was filed with the U.S. Securities and Exchange Commission on March 14, 2024 (the “Original
2023 Annual Report” and together with this Amendment, the “Annual Report”), in order to file Exhibit 97 to the Annual
Report – Policy Regarding Recovery of Erroneously Awarded
Compensation (the “Clawback Policy”). In addition, as required by Rule 12b-15 of the Exchange Act, a new certification by the Registrant’s principal executive officer and principal financial officer
is filed herewith as Exhibits 99.4 and 99.5 to this Amendment, pursuant to Rule 13a-14(a) of the Exchange Act. Because no financial statements
have been included in this Amendment, paragraphs 3, 4 and 5 of the certifications have been omitted. The Registrant is also not including
new certifications under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906 of the Sarbanes-Oxley
Act of 2002), as no financial statements are being filed with this Amendment.
This
Amendment consists of a cover page, this explanatory note, the signature page, the exhibit index, Exhibit 97, Exhibit 99.4, and
Exhibit 99.5. Other than expressly set forth herein, this Amendment does not, and does not purport to, amend or restate any other
information contained in the Original 2023 Annual Report nor does this Amendment reflect any events that have occurred after the
Original 2023 Annual Report was filed.
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and
has duly caused this Amendment No. 1 to the Annual Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
THE REAL BROKERAGE INC. |
|
|
|
|
By: |
/s/
Tamir Poleg |
|
Name: |
Tamir Poleg |
|
Title: |
Chief Executive Officer |
Date:
July 15, 2024
EXHIBIT
INDEX
* Previously filed as an exhibit to the Original 2023 Annual
Report.
** Filed
as an exhibit to this Amendment.
EXHIBIT
97
THE
REAL BROKERAGE INC.
POLICY
REGARDING RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
The
following is the policy of The Real Brokerage Inc. (the “Company”) regarding the recovery of incentive compensation erroneously
awarded (the “Policy”) to Covered Persons as a result of erroneous financial measures that are restated. This policy is intended
to comply with Rule 5608 of the Nasdaq Marketplace Rules (“Rule 5608”) and Securities and Exchange Commission (“SEC”)
Rule 10D-1.
1. The Policy
It
is the policy of the Company that if the Company is required to prepare an accounting restatement due to the material noncompliance of
the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct
an error in previously issued financial statements that is material to the previously issued financial statements, or that would result
in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company will
recover reasonably promptly from each Covered Person all Erroneously Awarded Compensation the Covered Person received during the Applicable
Recovery Period due to the error in calculating Financial Reporting Measures that resulted in the restatement.
This
Policy will apply to all Incentive-based compensation received by a person (a) after the person begins service as an Executive Officer
or otherwise is designated by the Committee as a Covered Person (b) who served as an Executive Officer, or otherwise was a Covered Person,
during the performance period for that Incentive-Based Compensation, (c) while the Company has a class of securities listed on the Nasdaq
Stock Market LLC (“Nasdaq”) or any other national securities exchange or a national securities association, and (d) during
the Applicable Recovery Period.
2. Defined Terms
When
used in, or with regard to, this Policy, the following terms will have the meanings given to them in Rule 5608 (with all references to
the issuer being to the Company):
Executive Officer |
Incentive-Based Compensation |
Financial
Reporting Measures |
Received |
In
addition, when used in, or with regard to, this Policy, the following terms will have the following meanings:
“Applicable
Recovery Period” means, with respect to a Material Restatement, the three completed fiscal years immediately preceding the
Restatement Date of that Material Restatement (including as a fiscal year any transition period between the last day of the Company’s
previous fiscal year end and the first day of its new fiscal year that comprises a period of between nine and twelve months due to the
Company’s changing its fiscal year within or immediately following the aforementioned three completed fiscal years). The Company’s
obligation to recover Erroneously Awarded Compensation will not be dependent on if or when the restated financial statements are filed.
“Committee”
means the Compensation Committee of the Company’s Board of Directors.
“Covered
Person” means an executive officer of the Company and any other person designated by the Committee to be a Covered Person during
a specified period.
“Erroneously
Awarded Compensation” means, with respect to a Material Restatement, the amount of Incentive-Based Compensation Received by
a Covered Person during the Applicable Recovery Period in excess of the amount that would have been received by that Covered Person if
the Incentive-Based Compensation had been determined based on the restated amounts determined following the Material Restatement, computed
without respect to any taxes paid (i.e. without consideration of any withholding or other taxes paid when the Incentive-Based Compensation
was awarded or issued). If the Incentive- Based Compensation is based on stock price or total shareholder return and the Erroneously
Awarded Compensation is not subject to mathematical recalculation directly from the information in an accounting restatement, it will
be based on a reasonable estimate of the effect of the Material Restatement on the stock price or total shareholder return on which the
Incentive-Based Compensation was received.
“Material
Restatement” means an accounting restatement of previously issued financial statements of the Company due to the Company’s
material noncompliance with a financial requirement under the securities laws.
“Restatement
Date” means, with respect to a Material Restatement, the earlier of (i) the date the Company’s Board, a Committee of
the Company’s Board, or the officer or officers of the Company authorized to take such action if Board action is not required,
concludes, or reasonably should have concluded, that the Company is required to prepare the Material Restatement, or (ii) the date a
court, regulator or other legally authorized body, directs the Company to prepare the Material Restatement.
3. Exception to Policy
The
Company may elect not to seek to recover Erroneously Awarded Compensation from a Covered Person if the Committee determines that recovery
would be impractical and one or more of the following conditions is met: (i) the direct expense paid to a third party for assistance
in enforcing this Policy would exceed the amount to be recovered, and the Company has made a reasonable attempt to recover the Erroneously
Awarded Compensation, documented such reasonable attempt to recover, and provided that documentation to Nasdaq (ii) recovery would cause
the Company to violate a law of Canada or a province of Canada that was adopted prior to November 28, 2022, and the Company obtains,
and provides to Nasdaq, an opinion of Canadian counsel acceptable to Nasdaq that recovery would result in a violation of a law of Canada
or a province of Canada, or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly
available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
4. No Indemnification
The
Company is prohibited from indemnifying any Covered Person or former Covered Person against the loss of Erroneously Awarded Compensation.
No Covered Person will be entitled to indemnification from the Company or any of its subsidiaries for any costs of defending against
a claim by the Company for Erroneously Received Compensation.
5. Enforcement of Policy
The
Committee will determine the steps the Company should take to recover Erroneously Awarded Compensation, provided that the Committee will
not determine not to proceed against a Covered Person who received Erroneously Paid Compensation, unless it has received written advice
from counsel to the effect that it is more likely than not that if the Company attempts to recover Erroneously Awarded Compensation,
the effort will not result in a material net recovery by the Company (whether because of doubts regarding the Company’s right to
recover the Erroneously Awarded Compensation or because of doubts about the Covered Person’s financial ability to return the Erroneously
Awarded Compensation).
No
Covered Person will be entitled to indemnification from the Company or any of its subsidiaries for any costs of defending against a claim
by the Company for Erroneously Received Compensation.
6. Rights against Covered Persons
Every
employee of the Company or any of its subsidiaries who is, or becomes, a Covered Person, will be deemed by accepting Incentive-Based
Compensation to agree that that Incentive-Based Compensation is received, and will be held by the Covered Person, subject to this Policy,
and that this Policy may be enforced to recover Erroneously Awarded Compensation from the Covered Person.
7. Administration and Interpretation
The
Committee will be responsible for all decisions regarding the application and interpretation of this Policy. However, in interpreting
this Policy, the Committee will do so in a manner that is, to the fullest extent practicable, consistent with SEC Rule 10D-1 and Rule
5608 of the Nasdaq Marketplace Rules.
8. Maintaining Records
The
Company will be responsible for maintaining documentation of the determination of the reasonable estimate as detailed under the definition
of “Erroneously Awarded Compensation” and provide such documentation to Nasdaq.
The
Company will also be responsible for filing all disclosures with respect to such recovery policy in accordance with the requirements
of the Federal securities laws, including the disclosure required by the applicable SEC filings.
9. Review
The
Committee shall be responsible for administering this Policy. The Committee shall review this Policy periodically and recommend appropriate
changes to the Board of Directors of the Company.
Approved
by the Board of Directors on August 8, 2023
EXHIBIT
99.4
CERTIFICATION
I,
Tamir Poleg, Chief Executive Officer of The Real Brokerage Inc., certify that:
1. |
I have reviewed this Amendment No. 1 to the Annual Report on Form 40-F
of The Real Brokerage Inc.; and |
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report. |
Date: July 15, 2024
By: |
/s/
Tamir Poleg |
|
Name: |
Tamir
Poleg |
|
Title: |
Chief
Executive Officer |
|
EXHIBIT
99.5
CERTIFICATION
I,
Michelle Ressler, Chief Financial Officer of The Real Brokerage Inc., certify that:
1. |
I have reviewed this Amendment No. 1 to the Annual Report on Form 40-F
of The Real Brokerage Inc.; and |
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report. |
Date:
July 15, 2024
By: |
/s/
Michelle Ressler |
|
Name: |
Michelle
Ressler |
|
Title: |
Chief
Financial Officer |
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