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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): August 15, 2022

 

RELIANCE GLOBAL GROUP, INC.

(Exact name of registrant as specified in charter)

 

Florida

(State or other jurisdiction of incorporation)

 

001-40020   46-3390293
(Commission File Number)   (IRS Employer Identification No.)

 

300 Blvd. of the Americas, Suite 105

Lakewood, NJ 08701

(Address of principal executive offices and zip code)

 

(732) 380-4600

(Registrant’s telephone number including area code)

 

(Former Name and Former Address)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement 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 of each class   Trading Symbols   Name of each exchange on which registered
Common Stock, $0.086 par value per share   RELI  

The Nasdaq Stock Market

(The Nasdaq Capital Market)

         
Series A Warrants to purchase shares of Common Stock, par value $0.086 per share   RELIW  

The Nasdaq Stock Market

(The Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by checkmark 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.

 

 

 

 

 

 

Item 2.02. Results of Operation and Financial Condition.

 

On August 15, 2022, Reliance Global Group, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

  Description
     
99.1   Press Release issued by Reliance Global Group, Inc. on August 15, 2022
     
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

 

 

 


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 hereunto duly authorized.

 

Dated: August 15, 2022 RELIANCE GLOBAL GROUP, INC.
     
  By: /s/ Ezra Beyman
  Name: Ezra Beyman
  Title: Chief Executive Officer

 

 

 

 

 

 

Exhibit 99.1

 

 

 

Reliance Global Group Achieves 92% Increase in Revenue for the Second Quarter of 2022

 

RELI Exchange driving agency partner channel growth

 

Company to host conference call today at 2:00 PM

 

LAKEWOOD, N.J., August 15, 2022 — Reliance Global Group, Inc. (Nasdaq: RELI; RELIW) (“Reliance”, “we” or the “Company”), which combines artificial intelligence (AI) and cloud-based technologies with the personalized experience of a traditional insurance agency, today provided a business update and reported financial results for the second quarter ended June 30, 2022.

 

Ezra Beyman, CEO of Reliance Global Group, commented, “We are extremely pleased to report a 92% year-over-year increase in revenue for the second quarter of 2022. Our strong growth reflects the successful acquisitions of JP Kush & Associates, Medigap Health Insurance Company and Barra & Associates. Importantly, we are also experiencing solid organic growth, which illustrates the synergies of our portfolio. As an example, we recently relaunched Barra & Associates as RELI Exchange, our new business-to-business InsurTech platform and agency partner network, which builds on the artificial intelligence and data mining backbone of 5MinuteInsure.com. RELI Exchange combines the best of digital and the human element by providing agents and customers quotes from multiple carriers within minutes, while reducing back office expense and driving operational efficiency. Due to the competitive advantages and compelling value proposition of our platform, we are aggressively adding new agency partners to RELI Exchange, as evidenced by an increase in agents of more than 30% in just three months. We are committed to achieving our goal of building RELI Exchange into the largest agency partner network in the U.S. Overall, we have built a highly scalable business model that we believe will drive significant shareholder value for years to come.”

 

Financial results for the three months ended June 30, 2022

 

Revenue for the three months ended June 30, 2022, was approximately $4.2 million, an increase of approximately 92%, compared to $2.2 million for the three months ended June 30, 2021. The increase of $2.0 million was primarily driven by expanded operations, both organic and due to the additional insurance agencies acquired throughout 2021 and 2022.
Operating expenses for the three months ended June 30, 2022, were approximately $6.2 million, compared to approximately $3.3 million for the three months ended June 30, 2021. The increase in operating expenses was primarily attributable to higher commission expense, salaries, and wages, general and administrative, advertising and marketing expenses, reflecting operating expenses of the acquired insurance agencies during 2021 and 2022, as well as increased expenses to support the Company’s growth. Operating expenses also included certain non-cash expenses and non-recurring expenses related to financing activities.
Net income for three months ended June 30, 2022, was approximately $10.5 million, compared to a loss of $1.3 million for the same period last year. The increase is primarily attributable to the recognition and change in fair value of warrant liabilities of $12.6 million.

 

Financial results for the six months ended June 30, 2022

 

Revenue for the six months ended June 30, 2022, was approximately $8.4 million, an increase of approximately 86.7%, compared to $4.5 million for the six months ended June 30, 2021. The increase was primarily driven by expanded operations, both organic and due to the additional insurance agencies acquired throughout 2021 and 2022.

 

 

 

 

Operating expenses for the six months ended June 30, 2022, were approximately $12.8 million, compared to approximately $6.1 million for the six months ended June 30, 2021. The increase in operating expenses was primarily attributable to higher commission expense, salaries, and wages, general and administrative, advertising and marketing expenses, reflecting operating expenses of the acquired insurance agencies during 2021 and 2022, as well as increased expenses to support the Company’s growth. Operating expenses also included certain non-cash expenses and non-recurring expenses related to financing activities.
Net income for six months ended June 30, 2022, was approximately $19.8 million, compared to a loss of $1.9 million for the same period last year is attributable primarily to the recognition and change in fair value of warrant liabilities of $24.5 million.

 

The complete financial results will be available in the Company’s Form 10-Q, which is expected to be filed with the U.S. Securities & Exchange Commission later today.

 

Conference Call

 

Reliance Global Group will host a conference call today at 2:00 P.M. Eastern Time to discuss the Company’s financial results for the second quarter ended June 30, 2022, as well as the Company’s corporate progress and other developments.

 

The conference call will be available via telephone by dialing toll free 888-506-0062 for U.S. callers or +1 973-528-0011 for international callers and using entry code: 581329. A webcast of the call may be accessed at https://www.webcaster4.com/Webcast/Page/2381/46386 or on the investor relations section of the Company’s website at https://relianceglobalgroup.com/investor-relations/.

 

A webcast replay will also be available on the Company’s Investors section of the website (https://relianceglobalgroup.com/investor-relations/) through August 15, 2023. A telephone replay of the call will be available approximately one hour following the call, through August 29, 2022, and can be accessed by dialing 877-481-4010 for U.S. callers or +1 919-882-2331 for international callers and entering conference ID: 46386.

 

About Reliance Global Group, Inc.

 

Reliance Global Group, Inc. (NASDAQ: RELI, RELIW) is combining advanced technologies with the personalized experience of a traditional insurance agency model. Reliance Global Group’s growth strategy is focused on both organic expansion, including 5minuteinsure.com and RELI Exchange, as well as acquiring well managed, undervalued and cash flow positive insurance agencies. Additional information about the Company is available at https://www.relianceglobalgroup.com/.

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. n In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions and include statements such as the Barra & Associates traction providing further validation of the Company’s InsurTech platform and achieving the Company’s goal of building RELI Exchange into the largest agency partner network in the U.S.. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission and elsewhere and risk as and uncertainties related to: the Company’s ability to generate the revenue anticipated the ability to build the RELI Exchange into the largest agency partner network in the U.S., and the other factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, the Company’s Quarterly Reports on Form 10-Q, the Company’s recent Current Reports on Form 8-K and subsequent filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

 

Contact:

 

Crescendo Communications, LLC

Tel: +1 (212) 671-1020

Email: [email protected]