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): June 20, 2024
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 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 $0.86 per share | RELI | The<br> NASDAQ Capital Market |
| Series<br> A Warrants to purchase shares of Common Stock, par value $0.86 per share | RELIW | 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. ☐
Item3.02. Unregistered Sales of Equity Securities.
Between May 21, 2024 and June 21, 2024, Reliance Global Group, Inc. (the “Company”) issued an aggregate of 4,243,714 shares of restricted common stock. Of this amount, (i) 303,030 restricted shares were issued on May 21, 2024 to a consultant in exchange for services provided; (ii) 672,667 restricted shares were issued on June 20, 2024 in exchange for the Company’s Series B common stock purchase warrants; and (iii) 3,268,017 restricted shares were issued on June 21, 2024 in exchange for the Company’s Series G common stock purchase warrants.
The securities described above were issued without prior registration in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(d) of Regulation D thereunder.
Following the above issuances, as of June 21, 2024, the Company had 14,631,210 shares of common stock issued and outstanding.
Item7.01. Regulation FD Disclosure.
On June 24, 2024, the Company issued a press release announcing that it has withdrawn its previously filed registration statement, originally filed to register the potential shares issuable under the Series G warrants. As previously announced, the institutional investor holding the Series B and Series G warrants has redeemed all of its outstanding Series B and Series G warrants. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The information contained in any website is not a part of this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release issued by the registrant on June 24, 2024. |
| 104 | Cover<br> Page Interactive Data File - the cover page XBRL tags are embedded with the Inline XBRL document. |
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> June 24, 2024 | By: | /s/ Ezra Beyman |
| Ezra<br> Beyman | ||
| Chief<br> Executive Officer |
Exhibit99.1
RelianceGlobal Group Announces Withdrawal of Registration Statement
LAKEWOOD,N.J., June 24, 2024 — Reliance Global Group, Inc. (Nasdaq: RELI; RELIW) (“Reliance”, “we” or the “Company”) today announced that it has withdrawn its previously filed registration statement with the Securities and Exchange Commission, which was originally filed to register the potential shares issuable under the Series G warrants. As previously announced, the institutional investor holding the Series B and Series G warrants elected to convert all of their warrants into a reduced number of shares issued to the investor on a Rule 144 basis.
Ezra Beyman, CEO of Reliance, remarked, “We are pleased to report our withdrawal of the previously filed registration statement, covering the potential shares issuable under the Series G warrants. As a result of the investor converting all of their warrant holdings, we have successfully eliminated the perceived warrant overhang and vastly simplified our capital structure. We remain committed to unlocking value for our shareholders and are more encouraged than ever by the outlook for the business, including our planned acquisition of Spetner Associates, which is expected to increase and drive very significant revenues and cash flows.”
AboutReliance Global Group, Inc.
Reliance Global Group, Inc. (NASDAQ: RELI; RELIW) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.
Forward-LookingStatements
Thispress release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private SecuritiesLitigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-lookingstatements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. In somecases, 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 Company having built a best-in-class InsurTech platform,making RELI Exchange an even more compelling value proposition and further accelerating growth of the platform, rolling out several otherservices in the near future to RELI Exchange agency partners, building RELI Exchange into the largest agency partner network in the U.S.,the Company moving in the right direction and the Company’s highly scalable business model driving significant shareholder value.Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including thosedescribed from time to time in our filings with the Securities and Exchange Commission and elsewhere and risk as and uncertainties relatedto: the Company’s ability to generate the revenue anticipated and the ability to build the RELI Exchange into the largest agencypartner network in the U.S., and the other factors described in the Company’s Annual Report on Form 10-K for the fiscal year endedDecember 31, 2023. The foregoing review of important factors that could cause actual events to differ from expectations should not beconstrued as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the riskfactors included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, the Company’s QuarterlyReports on Form 10-Q, the Company’s recent Current Reports on Form 8-K and subsequent filings with the Securities and ExchangeCommission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speakonly as of the date of this press release.
Contact:
Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: RELI@crescendo-ir.com