8-K
Reliance Global Group, Inc. (EZRA)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 11, 2026
RELIANCE
GLOBAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Florida | 001-40020 | 46-3390293 |
|---|---|---|
| (State<br> or Other Jurisdiction <br><br> of Incorporation) | (Commission<br> <br><br> File Number) | (IRS<br> Employer <br><br> Identification No.) |
| 300 Blvd. of the Americas, Suite 105 <br><br> Lakewood, New Jersey | 08701 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
(732)
380-4600
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.086 per share | EZRA | The<br> NASDAQ Capital Market |
| Series<br> A Warrants to purchase shares of Common Stock, par value $0.086 per share | EZRAW | The<br> NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Item1.01. Entry into a Material Definitive Agreement.
SettlementAgreements
On March 13, 2026, Reliance Global Group, Inc., a Florida corporation (the “Company”), entered into a Full and Final Release and Settlement Agreement (the “Rubin Settlement Agreement”) by and among the Company, Reliance Global Holdings, LLC (“RGH”), Ezra S. Beyman, Debbie Beyman, Eli Rubin and 93529113 Quebec Inc. d/b/a Excellent Photo. The Rubin Settlement Agreement relates to a prior stock purchase transaction pursuant to which the purchaser acquired 1,333,334 shares of common stock from the Company for $100,000 paid to the Company and to claims asserted in respect of an alleged guarantee by RGH concerning the value of such shares.
Pursuant to the Rubin Settlement Agreement, the Company agreed to pay a final cash settlement amount of $90,560. Upon payment of such amount, the parties agreed that the settlement amount constitutes full and final satisfaction of any and all obligations arising under or relating to the underlying stock purchase agreement and the alleged guarantee, and the parties provided mutual releases with respect to the released matters described therein. The Rubin Settlement Agreement also provides that all prior obligations relating to the underlying transaction or settlement thereof are terminated and of no further force or effect.
On March 11, 2026, the Company entered into a Full and Final Release and Settlement Agreement (the “Kreindler Settlement Agreement,” and together with the Rubin Settlement Agreement, the “Settlement Agreements”) by and among the Company, RGH, Ezra S. Beyman, Debbie Beyman, Eliezer Kreindler and Lazar’s Group, Inc. The Kreindler Settlement Agreement relates to a prior stock purchase transaction pursuant to which the purchaser acquired 1,333,334 shares of common stock from the Company for $100,000 paid to the Company and to claims asserted in respect of an alleged guarantee by RGH concerning the value of such shares.
Pursuant to the Kreindler Settlement Agreement, the Company agreed to pay a final cash settlement amount of $40,350. Upon payment of such amount, the parties agreed that the settlement amount constitutes full and final satisfaction of any and all obligations arising under or relating to the underlying stock purchase agreement and the alleged guarantee, and the parties provided mutual releases with respect to the released matters described therein. The Kreindler Settlement Agreement also provides that all prior obligations relating to the underlying transaction or settlement thereof are terminated and of no further force or effect.
The Settlement Agreements relate to obligations arising from guarantees previously provided by Reliance Global Holdings, LLC (“RGH”), an entity owned by the Company’s Chief Executive Officer, Ezra S. Beyman, and his spouse, Debbie Beyman, in connection with the underlying stock purchase transactions. The Company’s Board of Directors determined that resolving the claims asserted under such guarantees was in the best interests of the Company and its shareholders. Accordingly, the independent directors of the Board of Directors unanimously approved the Company’s entry into the Settlement Agreements and the payment of the settlement amounts described above, pursuant to which the Company agreed to satisfy and extinguish the obligations asserted under the guarantees previously provided by RGH. The foregoing descriptions of the Settlement Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Rubin Settlement Agreement and the Kreindler Settlement Agreement, filed as Exhibits 10.4 and 10.5, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
AmendmentNo. 2 to Common Stock Purchase Agreement
On March 12, 2026, the Company entered into Amendment No. 2 to the Common Stock Purchase Agreement (the “Amendment No. 2”) with White Lion Capital, LLC (the “Investor”). Amendment No. 2 amends that certain Common Stock Purchase Agreement, dated August 26, 2025, by and between the Company and the Investor, as previously amended by Amendment No. 1 dated November 5, 2025 (as amended, the “Purchase Agreement”).
Pursuant to Amendment No. 2, the parties amended the Purchase Agreement to (i) extend the Commitment Period through the earlier of (a) the date on which the Investor shall have purchased an aggregate number of Purchase Notice Shares equal to the Commitment Amount and (b) December 31, 2028, and (ii) increase the Commitment Amount to $50,000,000.
Except as expressly amended by Amendment No. 2, the Purchase Agreement remains in full force and effect in accordance with its terms.
The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 11, 2026, the Company adopted the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”).
The Amended and Restated Bylaws revise the provision governing the date of the Company’s annual meeting of shareholders to provide that the annual meeting shall be held on such date and at such time as may be designated from time to time by the Board of Directors, rather than on the second Tuesday of April of each year. No other substantive changes were made to the bylaws.
In addition, effective March 17, 2026, the Company filed the Articles of Restatement to the Articles of Incorporation of the Company (the “Articles of Restatement”) pursuant to Section 607.1007 of the Florida Business Corporation Act. The Articles of Restatement restate the Company’s articles of incorporation in their entirety. The Articles of Restatement became effective upon filing with the Secretary of State of the State of Florida on March 17, 2026.
The foregoing descriptions of the Amended and Restated Bylaws and the Articles of Restatement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended and Restated Bylaws and the Articles of Restatement, filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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, hereunto duly authorized.
| Reliance Global Group, Inc. | ||
|---|---|---|
| Dated:<br> March 17, 2026 | By: | /s/ Ezra Beyman |
| Ezra<br> Beyman | ||
| Chief<br> Executive Officer |
Exhibit 3.1
Exhibit 3.2
Exhibit10.3
AMENDMENTNO. 2
TO
COMMONSTOCK PURCHASE AGREEMENT
BETWEEN
RELIANCGLOBAL GROUP INC.
AND
WHITELION CAPITAL LLC
THIS AMENDMENT NO. 2 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective March 12, 2026 (the “Amendment Effective Date”), is by and between Reliance Global Group, Inc. a Florida Corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and amends the Common Stock Purchase Agreement by and between the Company and Investor dated August 26^th^, 2025, previously amended by Amendment No.1 on November 5^th^, 2025 (as amended the “Agreement”), to extend the Commitment Period by the Investor under the agreement and to increase the Commitment Amount (as defined below). All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Article I.
Article I of the Agreement is hereby amended by amending and restating the definition of “Commitment Period” and “Commitment Amount” in Section 1.1 in its entirety as follows:
“CommitmentPeriod” shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the Investor shall have purchased an aggregate number of Purchase Notice Shares pursuant to this Agreement equal to the Commitment Amount or (ii) December 31^st^, 2028.
“CommitmentAmount” shall mean Fifty Million Dollars ($50,000,000)
2. Representationsand Warranties. Each of the Investor and the Company represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary entity action and that the officers executing this Amendment on its behalf were similarly authorized and empowered and that this Amendment does not contravene any provisions of its articles of incorporation, bylaws, certificate of formation, limited liability company agreement or other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound.
3. Miscellaneous.
(a) Except as modified by this Amendment, the Agreement continues in full force and effect in accordance with its terms.
(b) This Amendment shall be governed by and construed in accordance with the laws of the State of California as set forth in Section 10.1 of the Agreement and the dispute resolution provisions set forth in the Agreement.
(c) This Amendment may be executed in any number of counterparts and by electronic transmission (which shall bind the parties hereto), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officer as of the Amendment Effective Date.
| RELIANCE GLOBAL GROUP, INC. | |
|---|---|
| By: | /s/ Ezra Beyman |
| Name: | Ezra<br> Beyman |
| Title: | CEO |
| WHITE LION CAPITAL, LLC | |
| By: | /s/ Sam Yaffa |
| Name: | Sam<br> Yaffa |
| Title: | Managing<br> Partner |
Exhibit10.4
FULLAND FINAL RELEASE AND SETTLEMENT AGREEMENT
This Full and Final Release and Settlement Agreement (this “Agreement”) is made and entered into as of March 13, 2026 (the “Effective Date”), by and among:
(a) 93529113 Quebec Inc. (doing business as “Excellent Photo”) (“Purchaser”); (b) Eli Rubin, (“Rubin” collectively with Purchaser (the “Releasors”); (c) Reliance Global Group, Inc., a Florida corporation (NASDAQ: RELI) (the “Company”); (d) Reliance Global Holdings, LLC (“RGH”); (e) Ezra S. Beyman and Debbie Beyman (“collectively the “Beymans”). Purchaser, Rubin, the Company, RGH and the Beymans are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, on or about September 11, 2020 (the “Purchase Date”), the Company entered into that certain Stock Purchase Agreement, and any attached exhibits thereto (the “SPA”) with the Purchaser in connection with the issuance and sale of 1,333,334 shares of the Company’s common stock for a purchase price of $100,000 (the “Shares”);
WHEREAS, Section 4 of the SPA provides that after 12 months from the Purchase Date, RGH would guarantee the value of the Shares to be $100,000 and, in the event of any shortfall, RGH would supplement the difference in cash or shares (the “Guarantee”);
WHEREAS, Rubin represents that he is the ultimate beneficial owner of the Purchaser and/or the transferee/assignee of the Purchaser’s rights with respect to the Guarantee and has asserted that amounts remain due under or in connection with the Guarantee;
WHEREAS, RGH previously caused the issuance/delivery of 12,000 shares of the Company’s common stock to Rubin (or his designee) on March 26, 2025,. The 12,000 shares were deposited into Rubin’s brokerage account on or about July 3, 2025 with a closing stock price of $1.62, for an aggregate value of $19,440, as a partial satisfaction of the Guarantee;
WHEREAS, the Parties desire to fully and finally resolve any and all actual or potential obligations, liabilities, claims or disputes relating to the SPA, the Guarantee, and any prior or future “true-up,” “top-up,” make-whole, price protection, value guarantee or similar arrangements relating to the Purchaser investment, on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.Settlement Consideration.
1.1 Final Cash Payment . Subject to the terms and conditions of this Agreement, on or promptly after the Effective Date, the Company shall wire to Rubin, Purchaser, or other designee as Rubin may specify in writing, a total of Ninety Thousand Five Hundred Sixty Dollars ($90,560) (the “Settlement Amount”).
1.3 No Further Consideration. Except for the Settlement Amount and the considerations expressly set forth in this Agreement, Releasors acknowledges and agrees that neither the Company, RGH, the Beymans nor any of their respective affiliates, subsidiaries, parent companies, nor their respective agents, representatives, directors, executive officers or investors, owes Rubin or the Purchaser any additional cash, shares, securities, or other consideration of any kind with respect to the matters released herein, including, but not limited to, by the transactions contemplated by the SPA.
2.Full and Final Satisfaction; Termination of Guarantee.
2.1 Full and Final Satisfaction. Releasors acknowledge and agrees that upon the bank confirmation of the wire of the Settlement Amount in accordance with Section 1.1, the Settlement Amount constitutes full and final satisfaction and settlement of (a) the Guarantee and any and all obligations arising under or relating to the SPA, including but not limited to Section 4 of the SPA, and (b) any and all prior or alleged “true-up,” “top-up,” make-whole, price protection, value guarantee or similar obligations or arrangements (whether written or oral) relating to the SPA and the Releasors investment.
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2.2 Waiver of Future Claims for Additional Payments/Shares. Releasors irrevocably waive any right to assert any future claim for additional payments, shares or other consideration based on fluctuations in the trading price of the Company’s common stock (or any other security), the market value of any shares previously issued or delivered, the timing of any sales, or the existence of any restriction on transfer.
2.3. All prior obligations, responsibilities, covenants, representations or warranties, whether written or oral, relating to the transactions contemplated by the SPA or settlement thereof are hereby void and shall be of no further force and effect, and the SPA shall be terminated as of the effective date hereof.
3.Release by Purchaser and Rubin (Releasors).
3.1 Released Parties. For purposes of this Agreement, “Released Parties” means the Company. RGH, the Beymans, and each of their respective past, present and future subsidiaries, affiliates, predecessors, successors and assigns, and each of their respective past, present and future officers, directors, members, managers, employees, agents, representatives, attorneys, accountants, insurers, and (in the case of the Beymans) family members and trusts.
3.2 General Release. Rubin, on behalf of himself and his heirs, executors, administrators, representatives, successors and assigns (collectively, the “Rubin Releasing Parties”), and Purchaser, their principals, partners, officers, directors, shareholders, subsidiaries, associated companies, employees, agents, attorneys, assignors, and successors and assigns thereof (collectively the “Purchaser’s Releasing Parties”), hereby irrevocably and unconditionally releases, acquits and forever discharges each of the Released Parties from any and all claims, demands, causes of action, obligations, liabilities, damages, losses, costs and expenses (including attorneys’ fees), whether known or unknown, suspected or unsuspected, fixed or contingent, matured or unmatured, at law or in equity, that any Rubin Releasing Party and Purchaser Releasing Party ever had, now has, or may have, arising out of, relating to, or in any way connected with: (a) the SPA (including, without limitation, Section 4 thereof), (b) the Guarantee, (c) any shares previously issued or delivered to Rubin or the Purchaser in connection with the foregoing (including the 12,000-share issuance referenced in the Recitals), (d) any alleged shortfall in value, make-whole, price protection, top-up or true-up relating to the Purchaser’s or Rubin’s investment, and (e) the negotiation, documentation, performance or enforcement of the foregoing, in each case through and including the Effective Date (collectively, the “Released Matters”).
Purchaser and Rubin acknowledge and agree that they have had an opportunity to discuss this Agreement with their respective counsel(s) prior to its execution.
3.3 Unknown Claims. It is the express intent of Purchaser/Rubin to waive any and all claims that they have against the persons and entities herein released, including any claims which are presently unknown, unsuspected, unanticipated, or undisclosed. Purchaser/Rubin acknowledges that they may hereafter discover facts different from or in addition to those which they now know or believes to be true with respect to the Released Matters. Nevertheless, Purchaser/Rubin intends this Agreement to be, and it shall be, a full and final release of all Released Matters, including any claims based on unknown or different facts. Purchaser/Rubin knowingly and voluntarily assumes the risk of any such unknown facts.
4.Release by the Company Parties.
4.1 Company Released Parties. For purposes of this Section 4, “Company Releasing Parties” means the Company, RGH and the Beymans, and each of their respective affiliates and representatives.
4.2 Mutual Release. Each of the Company Releasing Parties hereby irrevocably and unconditionally releases Purchaser/Rubin and his affiliates, successors and assigns from any and all claims that such releasing Party ever had, now has, or may have arising out of the Released Matters; provided that this Section 4 shall not release Purchaser/Rubin from (a) their obligations under this Agreement, or (b) any claims based on fraud in the execution of this Agreement.
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5.Covenant Not to Sue.
Purchaser/Rubin covenant not to institute or maintain any judicial, administrative, arbitral, or other proceeding, dispute, suit, or action at law or equity against any Released Party, nor institute, prosecute or in any way aid in the institution or prosecution of any claim, demand, action, or cause of action for damages, costs, loss of services, expenses, penalties, fines, or compensation of any kind or character, resulting or to result, known or unknown, past, present, or future which are, were, might or could have been asserted against a Released Party prior to the date hereof, excluding however, the obligations of the Company pursuant to this Agreement;
The Released Parties covenants not to institute or maintain any judicial, administrative, arbitral, or other proceeding, dispute, suit, or action at law or equity against any Rubin Releasing Party and Purchaser Releasing Party, nor institute, prosecute or in any way aid in the institution or prosecution of any claim, demand, action, or cause of action for damages, costs, loss of services, expenses, penalties, fines, or compensation of any kind or character, resulting or to result, known or unknown, past, present, or future which are, were, might or could have been asserted against a Rubin Releasing Party and Purchaser Releasing Party prior to the date hereof, excluding however, the obligations of Purchaser/Rubin pursuant to this Agreement.
6.No Admission.
This Agreement is the result of a compromise and settlement. Nothing in this Agreement shall be construed as an admission of liability, wrongdoing or fault by any Party or Released Party, all of which are expressly denied.
7.Representations and Acknowledgments.
Representation.
7.1 Authority; Capacity. Each Party represents and warrants that it has full right, power and authority to enter into this Agreement and to perform its obligations hereunder.
7.2 No Assignment. Purchaser and Rubin represents and warrants that they have not assigned, transferred or encumbered any claim or right released herein, and that no other person or entity has any interest in any Released Matter through Purchaser and/or Rubin.
7.3 Opportunity to Consult Counsel. By signing this Agreement, Purchaser/Rubin hereby acknowledges and confirms that: (i) they have read this Agreement in its entirety and understands all of its terms; (ii) by this Agreement, been advised in writing of the right to consult with an attorney of their choosing and have consulted with counsel to the extent they believed was necessary before executing this Agreement; (iii) they knowingly, freely, and voluntarily assents to all of the terms and conditions set out in this Agreement including, without limitation, the waiver, release, and covenants contained in it; (iv) they are executing this Agreement in exchange for good and valuable consideration; and (v) they were given adequate time under all applicable laws to fully consider the terms of this Agreement.
7.4 Tax and Accounting. Each Party acknowledges that it has not relied upon any representations of any other Party regarding the tax or accounting treatment of the transactions contemplated hereby, and that each Party will determine such treatment in consultation with its own advisors.
8.Confidentiality; Non-Disparagement.
8.1 Confidentiality. Except as otherwise provided in this Agreement, the Parties agree to keep the terms of this Agreement strictly confidential and agree that the Parties have not, and will not, disclose any information concerning the negotiation or terms of this Agreement or the disputes to any person or entity except the Parties’ attorney(s), financial advisors, board members or other employees as applicable, unless legally required or ordered to do so, whether to comply with public disclosure requirements or by a subpoena or order from a court of competent jurisdiction. The Parties acknowledge and agree that if questioned by anyone regarding the terms of this Agreement, the Parties will only state that the matter has been resolved and nothing else,
8.2 Non-Disparagement. Rubin agrees not to make any statement (oral or written) that disparages or reasonably could be expected to disparage any Released Party, or any of the Company’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation, provided that nothing herein prohibits truthful testimony or disclosures required by law.
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9.Governing Law; Venue; Waiver of Jury Trial; Fees.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without giving effect to the principles of the conflicts of laws thereof. For purposes of litigating any dispute that arises directly or indirectly from this agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Florida. The Parties irrevocably submit to the personal jurisdiction and venue of the state and federal courts located in Fort Lauderdale, Florida. EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. In the event of litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs and other expenses, whether or not taxable as costs.
10.Miscellaneous.
10.1 Integration: This Agreement contains the full, complete, and integrated statement of each and every term and provision agreed to by and among the Parties and supersedes any prior writings or agreements (written or oral) between or among the Parties, which prior agreements may no longer be relied upon for any purpose. This Agreement shall not be orally modified in any respect and can be modified only by the written agreement of the Parties supported by acknowledged written consideration.
10.2 Amendments; Waivers. This Agreement may be amended only by a written instrument executed by Rubin and the Company. Any waiver must be in writing and signed by the Party against whom the waiver is to be enforced.
10.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to best effectuate the Parties’ intent.
10.4 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by PDF, email, DocuSign or other electronic means shall be deemed effective for all purposes.
10.5 Further Assurances. The Parties agree to execute and deliver such further documents and instruments and take such further actions as may reasonably be requested to carry out the intent of this Agreement.
[Remainderof Page Intentionally Left Blank; Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| RELEASOR: | PURCHASER: | ||
|---|---|---|---|
| Eli Rubin | Excellent Photo | ||
| By: | /s/ Eli Rubin | By: | /s/ Eli Rubin |
| Name: | Eli Rubin | Name: | Eli Rubin |
| Date: | Title: | ||
| Date: | |||
| THE COMPANY: | BEYMANS: | ||
| Reliance Global Group, Inc | Ezra S. Beyman | ||
| By: | /s/ Reliance Global Group, Inc | /s/ Ezra S. Beyman | |
| Name: | Date: | ||
| Title: | |||
| Date: | Debbie Beyman | ||
| /s/ Debbie Beyman | |||
| Date: | |||
| RGH: | |||
| Reliance Global Holdings, LLC | |||
| By: | /s/ Reliance Global Holdings, LLC | ||
| Name: | |||
| Title: | |||
| Date: |
[SignaturePage to Full and Final Release and Settlement Agreement]
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Exhibit10.5
FULLAND FINAL RELEASE AND SETTLEMENT AGREEMENT
This Full and Final Release and Settlement Agreement (this “Agreement”) is made and entered into as of March 11, 2026 (the “Effective Date”), by and among:
Lazar’s Group, Inc.(“Purchaser”); (b) Eliezer Kreindler, (“Kreindler” collectively with Kreindler (the “Releasors”); (c) Reliance Global Group, Inc., a Florida corporation (NASDAQ: RELI) (the “Company”); (d) Reliance Global Holdings, LLC (“RGH”); (e) Ezra S. Beyman and Debbie Beyman (“collectively the “Beymans”). Purchaser, Kreindler, the Company, RGH and the Beymans are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, on or about September 02, 2020 (the “Purchase Date”), the Company entered into that certain Stock Purchase Agreement, and any attached exhibits thereto (the “SPA”) with the Purchaser in connection with the issuance and sale of 1,333,334 shares of the Company’s common stock for a purchase price of $100,000 (the “Shares”);
WHEREAS, Section 4 of the SPA provides that after 12 months from the Purchase Date, RGH would guarantee the value of the Shares to be $100,000 and, in the event of any shortfall, RGH would supplement the difference in cash or shares (the “Guarantee”);
WHEREAS, Kreindler represents that he is the ultimate beneficial owner of the Purchaser and/or the transferee/assignee of the Purchaser’s rights with respect to the Guarantee and has asserted that amounts remain due under or in connection with the Guarantee;
WHEREAS, RGH and Kreindler had a meeting with Rabbi Marburger, on or about September 13, 2023, where RGH offered to pay $50k in cash or shares as settlement, no date was given for when that would occur.
WHEREAS RGH previously caused the issuance/delivery of 15,000 (pre-split) shares of the Company’s common stock to Kreindler (or his designee on December 11, 2023, with the closing stock price on that date of $0.495(pre-split). The 15,000 shares were deposited into Kreindler’s brokerage account on or about March 12, 2024 with a closing stock price of $0.31(pre-split), for an aggregate value of $4,650, as a partial satisfaction of the Guarantee;
WHEREAS RGH previously wired Kreindler fifty thousand dollars ($50,000) on or about September 17, 2025, as a partial satisfaction of the Guarantee;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.Settlement Consideration.
1.1 Final Cash Payment. Subject to the terms and conditions of this Agreement, on or promptly after the Effective Date, the Company shall wire to Kreindler, Purchaser, or other designee as Kreindler may specify in writing, a total of Forty Thousand Three Hundred Fifty Dollars ($40,350) (the “Settlement Amount”).
1.3 No Further Consideration. Except for the Settlement Amount and the considerations expressly set forth in this Agreement, Releasors acknowledges and agrees that neither the Company, RGH, the Beymans nor any of their respective affiliates, subsidiaries, parent companies, nor their respective agents, representatives, directors, executive officers or investors, owes Kreindler or the Purchaser any additional cash, shares, securities, or other consideration of any kind with respect to the matters released herein, including, but not limited to, by the transactions contemplated by the SPA.
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2.Full and Final Satisfaction; Termination of Guarantee.
2.1 Full and Final Satisfaction. Releasors acknowledge and agrees that upon the bank confirmation of the wire of the Settlement Amount in accordance with Section 1.1, the Settlement Amount constitutes full and final satisfaction and settlement of (a) the Guarantee and any and all obligations arising under or relating to the SPA, including but not limited to Section 4 of the SPA, and (b) any and all prior or alleged “true-up,” “top-up,” make-whole, price protection, value guarantee or similar obligations or arrangements (whether written or oral) relating to the SPA and the Releasors investment.
2.2 Waiver of Future Claims for Additional Payments/Shares. Releasors irrevocably waive any right to assert any future claim for additional payments, shares or other consideration based on fluctuations in the trading price of the Company’s common stock (or any other security), the market value of any shares previously issued or delivered, the timing of any sales, or the existence of any restriction on transfer.
2.3. All prior obligations, responsibilities, covenants, representations or warranties, whether written or oral, relating to the transactions contemplated by the SPA or settlement thereof are hereby void and shall be of no further force and effect, and the SPA shall be terminated as of the effective date hereof.
3.Release by Purchaser and Kreindler (Releasors).
3.1 Released Parties. For purposes of this Agreement, “Released Parties” means the Company. RGH, the Beymans, and each of their respective past, present and future subsidiaries, affiliates, predecessors, successors and assigns, and each of their respective past, present and future officers, directors, members, managers, employees, agents, representatives, attorneys, accountants, insurers, and (in the case of the Beymans) family members and trusts.
3.2 General Release. Kreindler, on behalf of himself and his heirs, executors, administrators, representatives, successors and assigns (collectively, the “Kreindler Releasing Parties”), and Purchaser, their principals, partners, officers, directors, shareholders, subsidiaries, associated companies, employees, agents, attorneys, assignors, and successors and assigns thereof (collectively the “Purchaser’s Releasing Parties”), hereby irrevocably and unconditionally releases, acquits and forever discharges each of the Released Parties from any and all claims, demands, causes of action, obligations, liabilities, damages, losses, costs and expenses (including attorneys’ fees), whether known or unknown, suspected or unsuspected, fixed or contingent, matured or unmatured, at law or in equity, that any Kreindler Releasing Party and Purchaser Releasing Party ever had, now has, or may have, arising out of, relating to, or in any way connected with: (a) the SPA (including, without limitation, Section 4 thereof), (b) the Guarantee, (c) any shares previously issued or delivered to Kreindler or the Purchaser in connection with the foregoing (including the 12,000-share issuance referenced in the Recitals), (d) any alleged shortfall in value, make-whole, price protection, top-up or true-up relating to the Purchaser’s or Kreindler’s investment, and (e) the negotiation, documentation, performance or enforcement of the foregoing, in each case through and including the Effective Date (collectively, the “Released Matters”).
Purchaser and Kreindler acknowledge and agree that they have had an opportunity to discuss this Agreement with their respective counsel(s) prior to its execution.
3.3 Unknown Claims. It is the express intent of Purchaser/Kreindler to waive any and all claims that they have against the persons and entities herein released, including any claims which are presently unknown, unsuspected, unanticipated, or undisclosed. Purchaser/Kreindler acknowledges that they may hereafter discover facts different from or in addition to those which they now know or believes to be true with respect to the Released Matters. Nevertheless, Purchaser/Kreindler intends this Agreement to be, and it shall be, a full and final release of all Released Matters, including any claims based on unknown or different facts. Purchaser/Kreindler knowingly and voluntarily assumes the risk of any such unknown facts.
4.Release by the Company Parties.
4.1 Company Released Parties. For purposes of this Section 4, “Company Releasing Parties” means the Company, RGH and the Beymans, and each of their respective affiliates and representatives.
4.2 Mutual Release. Each of the Company Releasing Parties hereby irrevocably and unconditionally releases Purchaser/Kreindler and his affiliates, successors and assigns from any and all claims that such releasing Party ever had, now has, or may have arising out of the Released Matters; provided that this Section 4 shall not release Purchaser/Kreindler from (a) their obligations under this Agreement, or (b) any claims based on fraud in the execution of this Agreement.
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5.Covenant Not to Sue.
Purchaser/Kreindler covenant not to institute or maintain any judicial, administrative, arbitral, or other proceeding, dispute, suit, or action at law or equity against any Released Party, nor institute, prosecute or in any way aid in the institution or prosecution of any claim, demand, action, or cause of action for damages, costs, loss of services, expenses, penalties, fines, or compensation of any kind or character, resulting or to result, known or unknown, past, present, or future which are, were, might or could have been asserted against a Released Party prior to the date hereof, excluding however, the obligations of the Company pursuant to this Agreement;
The Released Parties covenants not to institute or maintain any judicial, administrative, arbitral, or other proceeding, dispute, suit, or action at law or equity against any Kreindler Releasing Party and Purchaser Releasing Party, nor institute, prosecute or in any way aid in the institution or prosecution of any claim, demand, action, or cause of action for damages, costs, loss of services, expenses, penalties, fines, or compensation of any kind or character, resulting or to result, known or unknown, past, present, or future which are, were, might or could have been asserted against a Kreindler Releasing Party and Purchaser Releasing Party prior to the date hereof, excluding however, the obligations of Purchaser/Kreindler pursuant to this Agreement.
6.No Admission.
This Agreement is the result of a compromise and settlement. Nothing in this Agreement shall be construed as an admission of liability, wrongdoing or fault by any Party or Released Party, all of which are expressly denied.
7.Representations and Acknowledgments.
Representation.
7.1 Authority; Capacity. Each Party represents and warrants that it has full right, power and authority to enter into this Agreement and to perform its obligations hereunder.
7.2 No Assignment. Purchaser and Kreindler represents and warrants that they have not assigned, transferred or encumbered any claim or right released herein, and that no other person or entity has any interest in any Released Matter through Purchaser and/or Kreindler.
7.3 Opportunity to Consult Counsel. By signing this Agreement, Purchaser/Kreindler hereby acknowledges and confirms that: (i) they have read this Agreement in its entirety and understands all of its terms; (ii) by this Agreement, been advised in writing of the right to consult with an attorney of their choosing and have consulted with counsel to the extent they believed was necessary before executing this Agreement; (iii) they knowingly, freely, and voluntarily assents to all of the terms and conditions set out in this Agreement including, without limitation, the waiver, release, and covenants contained in it; (iv) they are executing this Agreement in exchange for good and valuable consideration; and (v) they were given adequate time under all applicable laws to fully consider the terms of this Agreement.
7.4 Tax and Accounting. Each Party acknowledges that it has not relied upon any representations of any other Party regarding the tax or accounting treatment of the transactions contemplated hereby, and that each Party will determine such treatment in consultation with its own advisors.
8.Confidentiality; Non-Disparagement.
8.1 Confidentiality. Except as otherwise provided in this Agreement, the Parties agree to keep the terms of this Agreement strictly confidential and agree that the Parties have not, and will not, disclose any information concerning the negotiation or terms of this Agreement or the disputes to any person or entity except the Parties’ attorney(s), financial advisors, board members or other employees as applicable, unless legally required or ordered to do so, whether to comply with public disclosure requirements or by a subpoena or order from a court of competent jurisdiction. The Parties acknowledge and agree that if questioned by anyone regarding the terms of this Agreement, the Parties will only state that the matter has been resolved and nothing else,
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8.2 Non-Disparagement. Kreindler agrees not to make any statement (oral or written) that disparages or reasonably could be expected to disparage any Released Party, or any of the Company’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation, provided that nothing herein prohibits truthful testimony or disclosures required by law.
9.Governing Law; Venue; Waiver of Jury Trial; Fees.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida, without giving effect to the principles of the conflicts of laws thereof. For purposes of litigating any dispute that arises directly or indirectly from this agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Florida. The Parties irrevocably submit to the personal jurisdiction and venue of the state and federal courts located in Fort Lauderdale, Florida. EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. In the event of litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs and other expenses, whether or not taxable as costs.
10.Miscellaneous.
10.1 Integration: This Agreement contains the full, complete, and integrated statement of each and every term and provision agreed to by and among the Parties and supersedes any prior writings or agreements (written or oral) between or among the Parties, which prior agreements may no longer be relied upon for any purpose. This Agreement shall not be orally modified in any respect and can be modified only by the written agreement of the Parties supported by acknowledged written consideration.
10.2 Amendments; Waivers. This Agreement may be amended only by a written instrument executed by Kreindler and the Company. Any waiver must be in writing and signed by the Party against whom the waiver is to be enforced.
10.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to best effectuate the Parties’ intent.
10.4 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. Signatures delivered by PDF, email, DocuSign or other electronic means shall be deemed effective for all purposes.
10.5 Further Assurances. The Parties agree to execute and deliver such further documents and instruments and take such further actions as may reasonably be requested to carry out the intent of this Agreement.
[Remainderof Page Intentionally Left Blank; Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| RELEASOR: | PURCHASER: | ||
|---|---|---|---|
| Eli<br> Kreindler | LAZER’S<br> GROUP, INC. | ||
| By: | /s/ Eli Kreindler | By: | /s/ Eli Kreindler |
| Name: | Eli Kreindler | Name: | Eli Kreindler |
| Title: | |||
| Date: | Date: | ||
| THE<br> COMPANY: | BEYMANS: | ||
| Reliance<br> Global Group, Inc | Ezra<br> S. Beyman | ||
| By: | /s/ Reliance Global Group, Inc | /s/ Ezra S. Beyman | |
| Name: | Date: | ||
| Title: | |||
| Date: | Debbie<br> Beyman | ||
| /s/ Debbie Beyman | |||
| Date: | |||
| RGH: | |||
| --- | --- | ||
| Reliance<br> Global Holdings, LLC | |||
| By: | /s/ Reliance Global Holdings, LLC | ||
| Name: | |||
| Title: | |||
| Date: |
[SignaturePage to Full and Final Release and Settlement Agreement]
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