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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 reported): September 29, 2023
Reliance
Global Group, Inc.
(Exact
name of registrant as specified in its charter)
Florida |
|
001-40020 |
|
46-3390293 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of Incorporation) |
|
File Number) |
|
Identification Number) |
300
Blvd. of the Americas, Suite 105, Lakewood, NJ 08701
(Address
of principal executive offices)
(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 (see General Instruction A.2.)
☐ |
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 CF$ 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, $0.086 par
value per share |
|
RELI |
|
The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market) |
Series A Warrants to purchase
shares of Common Stock, par value $0.086 per share |
|
RELIW |
|
The
Nasdaq Stock Market LLC
(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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Material Definitive Agreement.
As
previously disclosed, Reliance Global Group, Inc., a Florida corporation (the “Company”), Southwestern Montana Insurance
Center, LLC, a Montana limited liability company (the “Subsidiary”), Southwestern Montana Financial Center, Inc., a Montana
corporation (the “Seller”), and Julie A. Blockey (the “Holder”, and collectively with the Company, Subsidiary,
and Seller, the “Parties”) entered into a purchase agreement on or around April 1,
2019 (the “Purchase Agreement”), whereby the Company purchased the business and certain assets noted within the Purchase
Agreement. On September 29, 2023, the Parties agreed entered into that certain first amendment to the Purchase Agreement (the
“First Amendment”). Pursuant to the First Amendment, the Parties agreed to a total remaining balance of $500,000.00 owed
under the Purchase Agreement. In satisfaction of such remaining balance, the Company agreed to issue 174,610 shares of the Company’s
restricted common stock, par value $0.086 per share (the “Common Stock”), to the Holder (the “Shares”). Following
the issuance of the Shares, the Company’s issued and outstanding Common Stock count will be 2,303,975. If the Nasdaq official closing
price of the Common Stock is less than $2.43 on March 29, 2024 (the “Calculation Date”), then a determination of the Make-Up
Amount (as defined herein) will be made. The “Make-Up Amount” means $425,000.00 minus the Blockey Shares Value (174,610 multiplied
by the Nasdaq official closing price of the Common Stock on the Calculation Date). The Company shall, within fifteen (15) business days
the Calculation Date, pay an amount in cash equal to the Make-Up Payment (50% of the Make-Up Amount) and issue the Make-Up Shares (an
amount of Common Stock equal to 50% of the Make-Up Amount divided by the Nasdaq official closing price of the Common Stock on March 29,
2024) to the Holder.
The
foregoing description of the terms of the First Amendment and the transactions contemplated thereby does not purport to be complete,
and is qualified in its entirety by reference to the copy of the First Amendment filed hereto as Exhibit 10.1, and is incorporated herein
by reference.
Item
3.02. Unregistered Sales of Equity Securities
To
the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated
herein by reference.
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: October 4, 2023 |
By: |
/s/ Joel
Markovits |
|
|
Joel Markovits |
|
|
Chief Financial Officer |
Exhibit
10.1
AMENDMENT
#1 TO THE PURCHASE AGREEMENT
ENTERED
INTO ON APRIL 1, 2019
THIS
AMENDMENT #1 to the Purchase Agreement (as defined below) (the “Amendment”) is entered into as of September 29, 2023 (the
“Effective Date”), by and between RELIANCE GLOBAL GROUP, INC., a Florida corporation (the “Company”), Southwestern
Montana Insurance Center, LLC, a Montana limited liability company (the “Subsidiary”), Southwestern Montana Financial Center,
Inc., a Montana corporation (the “Seller”), and Julie A. Blockey (the “Holder”) (the Company, Subsidiary, Seller,
and Holder are collectively referred to herein as the “Parties”).
BACKGROUND
A. The Parties entered into that certain purchase agreement on or around April 1, 2019, with respect to the Subsidiary’s acquisition
of the business and certain assets of the Seller (as amended from time to time, the “Purchase Agreement”); and
B. The Parties desire to amend the Purchase Agreement as set forth expressly below.
NOW
THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. The Parties hereby acknowledge and agree that the new total sum owed to the Seller and Holder under the Purchase Agreement as of the
Effective Date, including but not limited to the remainder of the Earn-Out Payment (as defined in the Purchase Agreement) is equal to
$500,000.00 (the “Total Amount Owed”).
2. For full satisfaction of the Total Amount Owed, the Company shall (i) pay $75,000.00 in cash to the Holder on the the Effective Date
and (ii) issue 174,610 shares of the Company’s common stock, par value $0.086 per share (the “Blockey Shares”), to
the Holder within fifteen (15) business days after the Effective Date. Seller and Holder understand that, until such time as the Blockey
Shares have been registered under the Securities Act of 1933, as amended, or may be sold pursuant to Rule 144, Rule 144A, Regulation
S, or other applicable exemption without any restriction, the Blockey Shares may bear a restrictive legend.
3.
If the Nasdaq official closing price of the Company’s common stock, par value $0.086 per share, is less than $2.43 on March 29,
2024 (the “Calculation Date”) according to Nasdaq’s official NOCP website (https://www.nasdaq.com/market-activity/stocks/reli/historical-nocp),
then the Company shall pay the Make-Up Payment (as defined in this Amendment) and issue the Make-Up Shares (as defined in this Amendment)
to the Holder within fifteen (15) business days after the Calculation Date. The “Make-Up Amount” shall mean an amount equal
to $425,000.00 minus Blockey Shares Value (as defined in this Amendment). The “Blockey Shares Value” shall mean 174,610 (subject
to appropriate adjustment for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction
that proportionately decreases or increases the Company’s common stock) multiplied by the Nasdaq official closing price of the
Company’s common stock, par value $0.086 per share, on the Calculation Date according to Nasdaq’s official NOCP website (https://www.nasdaq.com/market-activity/stocks/reli/historical-nocp).
“Make-Up Payment” shall mean an amount in cash equal to 50% of the Make-Up Amount. “Make-Up Shares” shall mean
an amount of shares of the Company’s common stock, par value $0.086 per share, equal to 50% of the Make-Up Amount divided by the
Nasdaq official closing price of the Company’s common stock, par value $0.086 per share, on the Calculation Date according to Nasdaq’s
official NOCP website (https://www.nasdaq.com/market-activity/stocks/reli/historical-nocp). For the avoidance of doubt, if the
Make-Up Amount is $0.00 or less, then the Company shall not pay any Make-Up Payment or issue any Make-Up Shares.
4. As of the Effective Date, the Holder is an “accredited investor” as defined in Rule 501(a) under the Securities Act.
5. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by and construed
and enforced in accordance with the laws of New York, without regard to the principles of conflicts of law thereof. Each party agrees
that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Amendment
(whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees
or agents) shall be commenced exclusively in the state or federal courts located in New York, New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state or federal courts sitting in New York, New York, for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such action or proceeding is improper or is an inconvenient venue for such proceeding.
6.
This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the
Purchase Agreement. Except as specifically modified hereby, all of the provisions of the Purchase Agreement, which are not in
conflict with the terms of this Amendment, shall remain in full force and effect.
[Signature
page to follow]
IN
WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first above written.
RELIANCE
GLOBAL GROUP, INC. |
|
SOUTHWESTERN
MONTANA FINANCIAL CENTER, INC. |
|
|
|
|
|
By: |
/s/
Joel Markovits |
|
By: |
/s/
Julie Blockey |
Name: |
Joel
Markovits |
|
Name:
|
Julie
A. Blockey |
Title: |
Chief
Financial Officer |
|
Title:
|
President |
|
|
|
|
|
SOUTHWESTERN
MONTANA INSURANCE CENTER, LLC |
|
By: |
/s/
Julie Blockey |
|
|
|
Julie
A. Blockey, an individual |
|
|
|
|
By: |
/s/
Ezra Beyman |
|
|
Name: |
Ezra
Beyman |
|
|
Title: |
Manager |
|
|
v3.23.3
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|
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|
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|
Document Period End Date |
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|
Entity File Number |
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|
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
|
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300
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|
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|
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Lakewood
|
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|
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|
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|
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|
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|
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|
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|
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|
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