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 26, 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. ☐
Item5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 26, 2024, Reliance Global Group, Inc. (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”) to its Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), with the Secretary of State of the State of Florida relating to a 1-for-17 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock. The Reverse Stock Split is expected to become effective at 5:00 p.m. Eastern time, after the close of trading on the Nasdaq Capital Market (“Nasdaq”), on June 28, 2024 and the common stock is expected to begin trading on Nasdaq on a Reverse Stock Split-adjusted basis on July 1, 2024 at market open.
Pursuant to the Certificate of Amendment, and consistent with Florida law, effective at 5:00 p.m. Eastern time on June 28, 2024, the Company is also decreasing its authorized shares of common stock by the same proportion as the Reverse Stock Split. Accordingly, stockholder approval of the Reverse Stock Split (and the corresponding reduction in authorized shares) was not required.
As a result of the Reverse Stock Split, the number of outstanding shares of common stock will be reduced from approximately 15.7 million shares to approximately 921,000 shares. The par value and other terms of the common stock will not be affected by the Reverse Stock Split. The Company’s post-Reverse Stock Split common stock CUSIP number will be 75946W 405.
A copy of the Certificate of Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference herein.
Item7.01. Regulation FD Disclosure.
On June 26, 2024, the Company issued a press release regarding the Reverse Stock Split. The press release is attached hereto as Exhibit 99.1 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 |
|---|---|
| 3.1 | Certificate of Amendment to the registrant’s Amended and Restated Articles of Incorporation, as amended, dated June 26, 2024. |
| 99.1 | Press release issued by the registrant on June 26, 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 26, 2024 | By: | /s/ Ezra Beyman |
| Ezra<br> Beyman | ||
| Chief<br> Executive Officer |
Exhibit3.1
ARTICLESOF AMENDMENT
TOTHE ARTICLES OF INCORPORATION
OF
RelianceGlobal Group, Inc.
Pursuant to Section 607.1006 of the Florida Business Corporation Act (the “FBCA”), Reliance Global Group, Inc., a Florida corporation (the “Corporation”), hereby amends (“Articles of Amendment”) its articles of incorporation, as amended (the “Articles of Incorporation”), as follows:
| 1. | Upon<br> the effectiveness of these Articles of Amendment pursuant to the FBCA (the “Effective Time”), each share of the Corporation’s<br> common stock, par value $0.086 per share (the “Common Stock”), shall automatically and without any action on the part<br> of the holder thereof be combined and reclassified such that each seventeen (17) shares of the Common Stock issued and outstanding<br> as of the Effective Time (collectively, the “Pre-Split Common Stock”) shall become one (1) share of Common Stock (i.e.,<br> a one-for-seventeen reverse split), with any resulting fractional shares of Common Stock being rounded up to the nearest whole share<br> of Common Stock (the “Reverse Split”). Each certificate that immediately prior to the Effective Time represented shares<br> of Pre-Split Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into<br> which the shares of Common Stock represented by the Old Certificate shall have been combined and reclassified as a result of the<br> Reverse Split. The number of authorized shares of Common Stock, and the par value per share of Common Stock, shall not be affected<br> by the Reverse Split. |
|---|---|
| 2. | Upon<br> the Effective Time, Article 4, Section 1 of the Articles of Incorporation of the Corporation is amended and restated in its entirety<br> to provide as follows: |
Section
- Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is a total eight hundred and seven hundred and fifty seven million, eight hundred and sixty seven million, six hundred and forty seven thousand and fifty eight (867,647,058) shares consisting of two classes of stock, to be designated, respectively, “Common Stock” and “Preferred Stock,” with all of such shares having a par value of $.086 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is one hundred and seventeen million, six hundred and forty seven thousand and fifty eight (117,647,058) shares. The total number of shares of Preferred Stock that the Corporation shall have the authority to issue is seven hundred fifty million (750,000,000) shares. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations preferences, limitations, restrictions, and relative participating, optional and other rights of the Preferred Stock and the qualifications, limitations, or restrictions relating thereto shall hereinafter be prescribed by resolution or the Board of Directors pursuant to Section 3 of this Article IV.
| 3. | These<br> Articles of Amendment shall become effective as of June 28, 2024 at 5 p.m. |
|---|---|
| 4. | These<br> Articles of Amendment were duly adopted in accordance with Section 607.1001 and Section 607.10025 of the FBCA. The Board of Directors<br> of the Corporation duly adopted resolutions setting forth and approving these Articles of Amendment. Pursuant to the provisions of<br> Section 607.10025 of the FBCA, the approval of the shareholders of the Corporation was not required. |
| 1 |
| --- |
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment to the Articles of Incorporation as of June 25, 2024.
| Reliance<br> Global Group, Inc. | |
|---|---|
| By: | /s/ Ezra Beyman |
| Name: | Ezra<br> Beyman |
| Title: | Chief<br> Executive Officer |
| 2 |
| --- |
Exhibit99.1
RelianceGlobal Group Announces Reverse Stock Split
LAKEWOOD,N.J., June 26, 2024 — Reliance Global Group, Inc. (Nasdaq: RELI; RELIW) (“Reliance”, “we” or the “Company”) today announced that the Company’s Board of Directors approved a 1-for-17 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock (the “Common Stock”) in order to regain compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market (Rule 5550(a)(2)). The Company was not required to obtain shareholder approval to effectuate the Reverse Stock Split. The Company filed articles of amendment to the Company’s articles of incorporation, as amended, with the Secretary of State of the State of Florida to effectuate the Reverse Stock Split as of 5:00 p.m. Eastern Time on June 28, 2024. The Common Stock will begin trading on The Nasdaq Capital Market on a reverse split-adjusted basis at the start of trading on July 1, 2024, under the symbol “RELI” and under a new CUSIP number, 75946W 405.
Ezra Beyman, CEO of Reliance, remarked, “Reliance is proud to be a Nasdaq listed company and we know the actions being taken are important to our investors as they will help ensure continued compliance with Nasdaq listing rules. This is a pivotal time for Reliance as we complete the final steps to close what we anticipate will be a groundbreaking acquisition for our Company—the proposed acquisition of Spetner Associates in the second half of 2024. This acquisition, poised to be the largest in our history, is expected to double our annual revenues to approximately $28 million and significantly advance our goal of creating a highly profitable enterprise that provides substantial returns to our shareholders. We are highly optimistic about our future, remain steadfast in our commitment to our business strategy, and believe that the prospects for our Company are exceptionally promising.”
Upon implementation of the Reverse Stock Split, every 17 shares of the Company’s issued and outstanding Common Stock will automatically convert into one share of Common Stock without any change to the par value of $0.086 per share and the amount of Common Stock outstanding will be reduced from approximately 15.7 million shares to approximately 921,000 shares. Following the Reverse Stock Split, the ownership percentage of each shareholder will remain unchanged. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise of the Company’s outstanding stock options and warrants, and other incentive awards, as well as the applicable exercise price.
Informationto Stockholders
VStock Transfer, LLC, the Company transfer agent, will send instructions to stockholders of record who hold stock certificates regarding the exchange of certificates for Common Stock. Stockholders who hold their shares of Common Stock in book-entry form or in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares of Common Stock following the Reverse Stock Split. VStock Transfer, LLC may be reached for questions at (212) 828-8436.
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