RELI Sells Unregistered Equity Warrants; Potential Dilution Ahead

TL;DR

**RELI just sold new warrants, watch out for potential dilution.**

AI Summary

On January 11, 2024, Reliance Global Group, Inc. (RELI) entered into a material definitive agreement for an unregistered sale of equity securities, specifically Series Warrants to purchase shares of common stock. This transaction involves the issuance of new warrants, which could lead to dilution for existing shareholders if exercised, potentially impacting the stock's value. Investors should be aware that this type of financing often signals a need for capital and can put downward pressure on share price.

Why It Matters

This unregistered sale of equity warrants could dilute existing shareholders if the warrants are exercised, potentially decreasing the value of current holdings.

Risk Assessment

Risk Level: medium — The issuance of new warrants carries a medium risk due to potential future dilution of common stock, which can negatively impact share price.

Analyst Insight

A smart investor would monitor the exercise of these warrants and assess the potential dilution impact on their holdings, considering if the capital raised justifies the dilution.

Key Players & Entities

• Reliance Global Group, Inc. (company) — the registrant selling equity securities
• 001-40020 (other) — Commission File Number for Reliance Global Group, Inc.
• January 11, 2024 (date) — date of the earliest reported event and filing
• Florida (other) — State of Incorporation for Reliance Global Group, Inc.
• Series Warrants (other) — type of equity security sold

Forward-Looking Statements

• The exercise of these Series Warrants will lead to an increase in the outstanding shares of Reliance Global Group, Inc. (Reliance Global Group, Inc.) — high confidence, target: N/A

FAQ

Key Financial Figures

• $0.086 — nge on which Registered Common Stock, $0.086 par value per share RELI The Nasdaq
• $423,107 — agreed to a total remaining balance of $423,107 owed to both Jonathan Fortman and Zacha
• $846,214 — nt, for a combined total amount owed of $846,214 (the "Remaining Balances"). In satisfac
• $11,000.00 — ing Balances, the Company agreed to pay $11,000.00 on the first business day of each month

Filing Documents

• form8-k.htm (8-K) — 43KB
• ex10-1.htm (EX-10.1) — 22KB
• 0001493152-24-002045.txt ( ) — 283KB
• reli-20240111.xsd (EX-101.SCH) — 4KB
• reli-20240111_def.xml (EX-101.DEF) — 26KB
• reli-20240111_lab.xml (EX-101.LAB) — 36KB
• reli-20240111_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 5KB

From the Filing

UNITED 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): January 11, 2024 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"), Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (collectively, the "Parties") entered into a purchase agreement on or around May 1, 2019 (the "Purchase Agreement"), whereby the Company purchased the business and certain assets noted within the Purchase Agreement, as well as that certain second amendment to the Purchase Agreement on or around May 18, 2023 (the "Second Amendment"). On January 11, 2024, the Parties entered into that certain third amendment to the Purchase Agreement (the "Third Amendment"), pursuant to which the Parties agreed to a total remaining balance of $423,107 owed to both Jonathan Fortman and Zachary Fortman each under the Purchase Agreement, for a combined total amount owed of $846,214 (the "Remaining Balances"). In satisfaction of such Remaining Balances, the Company agreed to pay $11,000.00 on the first business day of each month to both Jonathan Fortman and Zachary Fortman each until the Remaining Balances are paid in full. In addition, the Parties agreed under the Third Amendment that the remaining Balances shall accrue interest at the rate of 10% per annum until the Remaining Balances are paid in full, with an effective date of January 2, 2024, for purposes of the commencement of interest accrual. The foregoing description of the terms of the Third 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 Third 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. Exhibit No. Description 10.1 Third Amendment to the Purchase Agreement, dated as of January 11, 2024, by and between Reliance Global Group, Inc., Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman 104 Cover Page Interactive Data File (embedded within 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: January 11, 2024 By: /s/ Ezra Beyman Ezra Beyman Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR