Form 8-K - Current report

 

 

 

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): October 29, 2024

 

RELIANCE GLOBAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Florida		001-40020		46-3390293
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

300 Blvd. of the Americas, Suite 105 Lakewood, New Jersey	08701
(Address of Principal Executive Offices)	(Zip Code)

 

[phone]

(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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 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 Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.86 per share		RELI		The NASDAQ Capital Market
Series A Warrants to purchase shares of Common Stock, par value $0.86 per share		RELIW		The 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. ☐

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On October 29, 2024, Reliance Global Group, Inc. (the “Company”) entered into an Amendment No. 1 (the “Amendment”) to that certain Amended and Restated Stock Exchange Agreement, dated as of September 6, 2024, by and among Reliance Global Group, Inc., a Florida corporation, Spetner Associates, Inc., a Missouri corporation, Jonathan Spetner, and Agudath Israel of America, a New York corporation (the “Original Agreement”). Pursuant to the Amendment, as of the date of the thereof, the Company shall issue to Mr. Spetner 70,032 shares of common stock, par value $0.086 per share, of the Company (the “Common Stock”) and to Agudath Israel of America 70,032 shares of Common Stock as a non-refundable deposit and a prepayment of a portion of the First Purchase Price (as defined in the Original Agreement) in the amount of $329,430.53. Further, the Amendment provides that the First Termination Date (as defined in the Original Agreement) shall be amended from November 10, 2024 to December 31, 2024.

 

The foregoing description of the Amendment is subject to and qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto at Exhibit 10.1 to this Current Report on Form 8-K, and the terms of which are incorporated by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

Pursuant to the Amendment, on October 29, 2024, the Company issued to Mr. Spetner 70,032 shares of the Common Stock and to Agudath Israel of America 70,032 shares of the Common Stock. Such shares of the Common Stock 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 (the “Securities Act”), and Rule 506(d) of Regulation D thereunder. Following the issuances noted in this Item 3.02, as of November 4, 2024, the Company had 1,712,573 shares of the Common Stock issued and outstanding.

 

Item 7.01 Regulation FD Disclosure.

 

On November 4, 2024, the Company issued a press release announcing that it will host a conference call on Thursday, November 7, 2024, at 4:30 PM Eastern Time to discuss financial results for the third quarter of 2023 and provide a business update. 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 Securities Exchange Act of 1934, as amended (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.

 

Item 9.01 Financial Statement and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Amendment No. 1 to Amended and Restated Stock Exchange Agreement by and among Reliance Global Group, Inc., Spetner Associates, Inc., Jonathan Spetner, and Agudath Israel of America, dated as of October 29, 2024.
99.1		Press Release of the Registrant, dated as of November 4, 2024.
104.1		Cover 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: November 4, 2024	By:	/s/ Ezra Beyman
		Ezra Beyman
		Chief Executive Officer

 

 

 

Exhibit 10.1

 

Amendment No. 1

to

Amended and Restated Stock Exchange Agreement

 

Dated as of October 29, 2024

 

This Amendment No. 1 to Amended and Restated Stock Exchange Agreement (this “Amendment”) is entered into as of the date first set forth above (the “Amendment Date”) by and between (i) Reliance Global Group, Inc., a Florida corporation (the “Company”); (ii) Spetner Associates, Inc., a Missouri corporation (“SAI”); (iii) Jonathan Spetner (“Mr. Spetner”); and (iv) Agudath Israel of America, a New York corporation (“Agudath”). Mr. Spetner and Agudath may be referred to herein collectively as the “Sellers” and each individually as a “Seller”). Each of SAI and the Sellers may be referred to collectively herein as the “SAI Parties” and separately as a “SAI Party”. Each of the Company and each SAI Party may be referred to herein collectively as the “Parties” and separately as a “Party”.

 

WHEREAS, the Parties are all of the parties to that certain Amended and Restated Stock Exchange Agreement, dated as of September 6, 2024 (the “Original Agreement”); and

 

WHEREAS, the Parties now desire to amend the Original Agreement as set forth herein, and pursuant to Section 10.12 of the Original Agreement, the Original Agreement may be so amended in writing;

 

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom, and intending to be legally bound hereby, the Parties hereby agree as follows:

 

1.	Definitions. Capitalized terms used herein without definition shall have the meanings as set forth in the Original Agreement.

 

2.	Deposit Shares; Amendments.

 

(a)

On the Amendment Date, the Company shall issue to Mr. Spetner 70,032 shares of Company Common Stock, and shall issue to Agudath 70,032 shares of Company Common Stock (collectively, the “Deposit Shares”), which Deposit Shares the Parties acknowledge and agree have a total value of $329,430.53 based on the Nasdaq Minimum Price as of the Amendment Date.

 

(b)

Subject to the provisions of Section 2(d) and Section 2(e) of this Amendment, the Deposit Shares shall be deemed a deposit and a prepayment of a portion of the First Purchase Price, and shall constitute a portion of the First Payment Shares, provided that, notwithstanding anything in the Original Agreement to the contrary, the value of the Deposit Shares, and the portion of the First Purchase Price to be paid by issuance of the First Payment Shares (if and when payable) which has been satisfied by the issuance of the Deposit Shares, is agreed to be $329,430.53.

 

(c)

The Parties further acknowledge and agree that the Original Agreement provided that the First Payment Shares would be issued solely to Mr. Spetner. Notwithstanding anything in the Original Agreement to the contrary, in the event that the First Closing occurs, the issuance of Deposit Shares to Agudath as set forth in this Amendment shall be deemed to satisfy the obligations of the Company to issue such applicable portion of First Payment Shares to Mr. Spetner, including for purposes of Section 2.02(c) and Section 2.06(e) of the Original Agreement.

 

1

 

 

(d)

In the event that the First Closing occurs, the Deposit Shares shall be retained by the Sellers and shall constitute payment of a portion of the First Payment Shares as set forth in Section 2(b) of this Amendment.

 

(e)

The Deposit Shares shall be non-refundable to the Company unless the First Closing is prevented by the Sellers.

 

(f)

The “First Termination Date” as set forth in the Original Agreement is hereby amended to be December 31, 2024, and Section 1.01(ww) of the Original Agreement is hereby amended as required to give effect thereto.

 

(g)

The Original Agreement, including without limitation Section 2.02 and Section 2.04 thereof, is hereby amended as required to give effect to the provisions of this Section 2.

 

3.	Miscellaneous.

 

(a)

Other than as amended herein, the Original Agreement shall remain in full force and effect. As of and following the Amendment Date, any reference to in the Original Agreement to the “Agreement” shall be deemed a reference to the Original Agreement as amended by this Amendment.

 

(b)

This Amendment, and any and all claims, proceedings or causes of action relating to this Amendment or arising from this Amendment, including, without limitation, tort claims, statutory claims and contract claims, shall be interpreted, construed, governed and enforced under and solely in accordance with the substantive and procedural Laws of the State of Florida, in each case as in effect from time to time and as the same may be amended from time to time, and as applied to agreements performed wholly within the State of Florida.

 

(c)

This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[Signatures Appear on Following Pages]

 

2

 

 

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Amendment Date.

 

	Reliance Global Group, Inc.
	By:	/s/ Ezra Beyman
	Name:	Ezra Beyman
	Title:	Chief Executive Officer
	Spetner Associates, Inc.
	By:	/s/ Jonathan S. Spetner
	Name:	Jonathan S. Spetner
	Title:	President
	Jonathan S. Spetner
	By:	/s/ Jonthan S. Spetner
	Name:	Jonathan S. Spetner
	Agudath Israel of America
	By:	/s/ Moshe Danzger
	Name:	Moshe Danzger
	Title:	Chief Financial Officer

 

3

 

 

Exhibit 99.1

 

 

Reliance Global Group Schedules Third Quarter 2024 Financial Results and Business Update Conference Call

 

Lakewood, NJ – November 4, 2024 – Reliance Global Group, Inc. (NASDAQ: RELI) (“Reliance” or the “Company”), announced today that it will host a conference call Thursday, November 7, 2024, at 4:30 PM Eastern Time to discuss financial results for the third quarter of 2024 and provide a business update.

 

The conference call will be available via telephone by dialing toll-free [phone] for U.S. callers or [phone] for international callers and entering access code 442767. A webcast of the call may be accessed at https://www.webcaster4.com/Webcast/Page/2381/51535 or on the investor relations section of the Company’s website, https://relianceglobalgroup.com/events-and-presentations/.

 

A webcast replay will be available on the investor relations section of the Company’s website at https://relianceglobalgroup.com/events-and-presentations/ through November 7, 2025. A telephone replay of the call will be available approximately one hour following the call, through November 21, 2024, and can be accessed by dialing [phone] for U.S. callers or [phone] for international callers and entering access code 51535.

 

About Reliance Global Group, Inc.

 

Reliance Global Group, Inc. (NASDAQ: RELI) 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.

 

Contact:

 

Crescendo Communications, LLC

Tel: [phone]
Email: [e-mail]

 

 

Cover	Oct. 29, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 29, 2024
Entity File Number	001-40020
Entity Registrant Name	RELIANCE GLOBAL GROUP, INC.
Entity Central Index Key	0001812727
Entity Tax Identification Number	46-3390293
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	300 Blvd. of the Americas
Entity Address, Address Line Two	Suite 105
Entity Address, City or Town	Lakewood
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08701
City Area Code	(732)
Local Phone Number	380-4600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.86 per share
Title of 12(b) Security	Common Stock, par value $0.86 per share
Trading Symbol	RELI
Security Exchange Name	NASDAQ
Series A Warrants to purchase shares of Common Stock, par value $0.86 per share
Title of 12(b) Security	Series A Warrants to purchase shares of Common Stock, par value $0.86 per share
Trading Symbol	RELIW
Security Exchange Name	NASDAQ

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