8-K - EZRA - Equibles

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 24, 2025

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. ☐

Item1.01. Entry into a Material Definitive Agreement

On June 24, 2025, Reliance Global Group, Inc. (the “Company”) entered into an amendment (the “Credit Agreement Amendment”) to its Revolving Credit Facility Agreement dated March 5, 2025, with YES Americana Group, LLC (the “Lender”). The Credit Agreement Amendment increases the loan commitment under the facility to $2,000,000 from $600,000.

In connection with the Credit Agreement Amendment, the Company also entered into an amendment (the “Note Amendment”) to its Revolving Note dated March 5, 2025, in favor of the Lender. The Note Amendment reflects the revised loan commitment and provides that the principal amount payable under the Note will be the greater of $1,075,064 or the aggregate principal amount of all loans outstanding under the Revolving Credit Facility Agreement, as amended.

The foregoing descriptions of the Credit Agreement Amendment and the Note Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Credit Agreement Amendment and Note Amendment, a copy of each of which is attached hereto as Exhibits 10.1 and 10.2, respectively.

Item9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit<br> Number	Description
10.1	Amendment, dated June 24, 2025, to the Revolving Credit Facility Agreement between the Company and YES Americana Group, LLC, dated March 5, 2025.
10.2	Amendment, dated June 24, 2025, to the Revolving Note between the Company and YES Americana Group, LLC, dated March 5, 2025.
104	Cover<br> Page Interactive Data File (embedded within 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, 2025	By:	/s/ Ezra Beyman
		Ezra<br> Beyman
		Chief<br> Executive Officer

Exhibit 10.1

AMENDMENT TO REVOLVING CREDIT FACILITY AGREEMENT

THIS AMENDMENT dated as of June 24, 2025 (this “Amendment”) to the Revolving Credit Facility Agreement, is made as of this March 5, 2025, (the “Credit Agreement”) by and between YES Americana Group, LLC, a Delaware limited liability company (“Lender”), on the one hand, and Reliance Global Group, Inc., a Florida corporation (“Borrower”), on the other hand. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Note.

WITNESSETH:

WHEREAS, the parties previously entered into the Credit Agreement;

WHEREAS, Lender and Borrower intend to increase the Loan Commitment set forth in the Credit Agreement; and

WHEREAS, the parties wish to amend the Credit Agreement as set forth in this Amendment;

NOW, THEREFORE, in consideration of the rights and obligations contained herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows:

Section1. Defined Terms. The definition of “Loan Commitment” in Section 1.01 is hereby amended by amending and restating such definition as follows:

“. . . means, on the Effective Date, two million and No/100 United States Dollars ($2,000,000.00).

Section2. No Other Modification. All terms and conditions of the Credit Agreement not expressly modified herein will remain in full force and effect and constitute the legal, valid and binding obligations of the Parties

Section3. Entire Agreement. This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, between Borrower and Lender with respect to the subject matter hereof. Except as amended by this Amendment, the Credit Agreement shall continue in full force and effect.

Section4. Counterparts. This Amendment may be executed and delivered (including by facsimile transmission or electronic copy) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be executed by as of the date first written above by their respective officers thereunto duly authorized.

Reliance<br> Global Group Inc.
By:	/s/<br> Joel Markovits
Name:	Joel<br> Markovits
Title:	Chief<br> Financial Officer
YES<br> Americana Group, LLC
---	---
By:	/s/<br> Debra Beyman
Name:	Debra<br> Beyman
Title:	Sole<br> Member

[Signature Page to Revolving Credit Agreement Amendment]

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Exhibit 10.2

AMENDMENT TO REVOLVING NOTE

THIS AMENDMENT dated as of June 24, 2025 (this “Amendment”) to the Revolving Note dated as of March 5, 2025, (the “Note”) is made by and between YES Americana Group, LLC, a Delaware limited liability company (“Lender”), on the one hand, and Reliance Global Group, Inc., a Florida corporation (“Borrower”), on the other hand. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Note.

WITNESSETH:

WHEREAS, the parties previously entered into the Note;

WHEREAS, Lender and Borrower intend to increase the loan commitment amount set forth in the Credit Agreement; and

Section1. The first paragraph of the Note shall be deleted and replaced entirely by the following language:

FOR VALUE RECEIVED, Reliance Global Group, Inc., a Florida corporation (the “Borrower”), promises to pay to the order of YES Americana Group, LLC, a Delaware limited liability company (hereinafter, together with any holder hereof, “Lender”), on or before the Maturity Date (as defined below) (A) the greater of: (i) one million seventy-five thousand sixty four dollars ($1,075,064) and (ii) the aggregate principal amount of all Loans outstanding under and pursuant to that certain Revolving Credit Facility Agreement dated as of March 5, 2025, executed by and between Borrower and Lender, as amended from time to time (as amended, supplemented or modified from time to time, the “Credit Agreement”), and made available by Lender to Borrower at the maturity or maturities and in the amount or amounts stated on the records of Lender; together with (B) interest (computed on the actual number of days elapsed on the basis of a 360 day year) on the aggregate principal amount of all Loans and other Obligations outstanding from time to time, as provided in the Credit Agreement; and together with (C) all other Obligations due, owing and payable under the terms of the Credit Agreement and all other Loan Documents. Capitalized words and phrases not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. The Lender and the Borrower may be referred to herein individually as a “Party” and collectively as the “Parties”.

[Remainderof Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be executed by as of the date first written above by their respective officers thereunto duly authorized.

Reliance<br> Global Group Inc.
By:	/s/<br> Joel Markovits
Name:	Joel<br> Markovits
Title:	Chief<br> Financial Officer
YES<br> Americana Group, LLC
---	---
By:	/s/<br> Debra Beyman
Name:	Debra<br> Beyman
Title:	Sole<br> Member

[SignaturePage to Note Amendment]

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