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): July 1, 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. ☐
Item7.01. Regulation FD Disclosure.
On July 1, 2024, Reliance Global Group, Inc. (the “Company”) issued a press release announcing the formation of a new real estate division. Furthermore, Abe Miller, successful real estate investor and M&A executive, has agreed to join the Company to oversee this new division and advise on future real estate transactions. Mr. Miller will receive no fixed salary for his services; rather, he will be compensated entirely on a success-based model. The new division is intended to supplement, and not replace, the Company’s focus on acquiring accretive and cash flow positive insurance agencies. 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 |
|---|---|
| 99.1 | Press release issued by the registrant on July 1, 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> July 1, 2024 | By: | /s/ Ezra Beyman |
| Ezra<br> Beyman | ||
| Chief<br> Executive Officer |
Exhibit99.1
RelianceGlobal Group Announces Formation of New Real Estate Division Aimed at Expanding Operations
AbeMiller, Successful Real Estate Investor and M&A Executive, Joins Reliance to Oversee New Division and Advise on Future Real EstateTransactions
LAKEWOOD,N.J., July 1, 2024 — Reliance Global Group, Inc. (Nasdaq: RELI; RELIW) (“Reliance”, “we” or the “Company”) today announced the formation of a new Real Estate division drawing on Ezra Beyman’s extensive background in building the third-largest mortgage brokerage in the nation and accumulating a multi-billion-dollar portfolio of multi-family properties. Furthermore, Abe Miller, successful real estate investor and M&A executive, has agreed to join Reliance to oversee this new division and advise on future real estate transactions. Mr. Miller will receive no fixed salary for his services; rather, he will be compensated entirely on a success-based model. The new division is intended to supplement, and not replace, the Company’s focus on acquiring accretive and cash flow positive insurance agencies.
Ezra Beyman, CEO of Reliance, commented, “We are excited to launch a significant initiative—a new division within Reliance dedicated to the acquisition and development of multi-family and commercial real estate properties. We are also pleased to announce that Abe Miller will be joining the Company to head this division and provide strategic guidance on our future real estate endeavors. Abe’s remarkable track record, including his successful creation of a $3 billion real estate portfolio through strategic acquisitions, not only showcases his ability to enhance asset value but also his skill in navigating complex market dynamics to generate substantial investment returns. Having previously worked with Abe, I have firsthand experience of the immense value his insights contribute. We look forward to him leading this latest endeavor as we continue to drive Reliance forward as a leading, technology-focused firm committed to sustainable profitability and increasing shareholder value. With Abe’s extensive experience and strategic visions, we are confident this initiative will accelerate our progress toward achieving our objectives.”
“We anticipate that the new real estate division, set to launch following the closing of the Spetner acquisition, will align perfectly with our ongoing strategy focused on accretive and cash flow positive acquisitions—a realm where we have a proven track record of successful integration, particularly in the insurance brokerage sector. Additionally, we expect that this division will broaden our Company’s portfolio by diversifying into multiple business lines and asset categories. Through this expansion into real estate, Reliance will be positioned to leverage non-dilutive financing sources, supported by both the intrinsic value of the assets and our operational cash flows. We are confident that this strategy will not only contribute significantly to our growth but also greatly enhance shareholder value.”
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