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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
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) |
(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
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
7.01. Regulation FD Disclosure.
On
June 20, 2024, Reliance Global Group, Inc. (the “Company”) issued a press release announcing that its final large institutional
investor has redeemed all of its outstanding Series B and Series G warrants. The Company now effectively has a much more simplified capital
structure with no known significant institutional warrant holders and no significant warrant overhang. 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.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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:
June 20, 2024 |
By: |
/s/
Ezra Beyman |
|
|
Ezra
Beyman |
|
|
Chief
Executive Officer |
Exhibit
99.1
![](https://www.sec.gov/Archives/edgar/data/1812727/000149315224024431/ex99-1_001.jpg)
Reliance
Global Group Announces Major Enhancement of Capital Structure Following Cashless Exercise of Warrants
LAKEWOOD,
N.J., June 20, 2024 — Reliance Global Group, Inc. (Nasdaq: RELI; RELIW) (“Reliance”, “we” or the “Company”)
today announced that its final large institutional investor has redeemed all of its outstanding Series B and Series G warrants. The Company
now effectively has a much more simplified capital structure with no known significant institutional warrant holders and no significant
warrant overhang.
Ezra
Beyman, CEO of Reliance, remarked, “We are pleased to report the elimination of all remaining Series B and Series G warrants, which
converted into a reduced number of shares of Reliance common stock as a result of cashless exercises. No transaction incentives, such
as additional shares or warrants, were required to effectuate the exercises. These transactions successfully complete the removal of
the fairly significant warrant overhang, which we believe was negatively impacting our share price. As a result, the Company has only
a nominal number of warrants outstanding, and all are plain vanilla (basic) warrant instruments. Importantly, we are confident that we
now have a much more attractive, simpler, and significantly improved capital structure, which we believe will help us unlock tremendous
value for our shareholders as we execute key upcoming initiatives in 2024 and beyond.”
Mr.
Beyman concluded, “Most notably, we are making continued progress on our planned acquisition of Spetner Associates, which
is projected to double our annualized revenues to an estimated $28 million and contribute very meaningful cash flow.”
About
Reliance 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-Looking
Statements
This
press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking
statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. In some
cases, 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 other
services 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 those
described from time to time in our filings with the Securities and Exchange Commission and elsewhere and risk as and uncertainties related
to: the Company’s ability to generate the revenue anticipated and the ability to build the RELI Exchange into the largest agency
partner network in the U.S., and the other factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2023. The foregoing review of important factors that could cause actual events to differ from expectations should not be
construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk
factors included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, the Company’s Quarterly
Reports on Form 10-Q, the Company’s recent Current Reports on Form 8-K and subsequent filings with the Securities and Exchange
Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak
only as of the date of this press release.
Contact:
Crescendo
Communications, LLC
Tel:
+1 (212) 671-1020
Email:
RELI@crescendo-ir.com
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