Reliance Global Group Files 8-K on Equity Sales

TL;DR

RELI sold new stock and warrants on 4/19. Dilution alert?

AI Summary

On April 19, 2024, Reliance Global Group, Inc. filed an 8-K report detailing the unregistered sale of equity securities. The company issued shares of common stock and warrants to purchase common stock, with a par value of $0.086 per share for both.

Why It Matters

This filing indicates Reliance Global Group has issued new equity, which could impact existing shareholders through dilution or signal a need for capital.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can sometimes signal financial distress or lead to dilution for existing shareholders.

Key Numbers

• 0.086 — Par Value Per Share (Applies to both common stock and warrants issued.)

Key Players & Entities

• Reliance Global Group, Inc. (company) — Registrant
• April 19, 2024 (date) — Date of earliest event reported
• $0.086 (dollar_amount) — Par value per share for common stock and warrants

FAQ

Key Financial Figures

• $0.086 — nge on which registered Common Stock, $0.086 par value per share RELI The Nasdaq
• $500,000.00 — agreed to a total remaining balance of $500,000.00 owed under the Purchase Agreement. In s
• $2.43 — price of the Common Stock is less than $2.43 on March 29, 2024 (the "Calculation Dat
• $425,000.00 m — ill be made. The "Make-Up Amount" means $425,000.00 minus the Blockey Shares Value (174,610 m

Filing Documents

• form8-k.htm (8-K) — 42KB
• 0001493152-24-015650.txt ( ) — 256KB
• reli-20240419.xsd (EX-101.SCH) — 4KB
• reli-20240419_def.xml (EX-101.DEF) — 26KB
• reli-20240419_lab.xml (EX-101.LAB) — 36KB
• reli-20240419_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On April 19, 2024 , Reliance Global Group, Inc., a Florida corporation (the "Company") issued 510,485 shares of the Company's restricted common stock to Julie A. Blockey. As previously disclosed, 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 then 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 First Amendment also stated that 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 First Amendment further stated that 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. A

SIGNATURES

SIGNATURES 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 thereunto duly authorized. Date: April 23, 2024 Reliance Global Group, Inc. By: /s/ Joel Markovits Joel Markovits Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR