Reliance Global Group Reports Unregistered Equity Sales

TL;DR

RELI sold unregistered equity, check for dilution.

AI Summary

Reliance Global Group, Inc. filed an 8-K on June 24, 2024, reporting unregistered sales of equity securities and a Regulation FD disclosure. The filing indicates events occurred on June 20, 2024, related to common stock and warrants.

Why It Matters

This filing signals potential dilution or new capital infusion through the sale of equity securities, which could impact existing shareholders.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes indicate financial distress or a need for quick capital, potentially leading to dilution for existing shareholders.

Key Players & Entities

• Reliance Global Group, Inc. (company) — Registrant
• June 20, 2024 (date) — Date of earliest event reported
• June 24, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.86 — ch registered Common Stock, par value $0.86 per share RELI The NASDAQ Capital M

Filing Documents

• form8-k.htm (8-K) — 44KB
• ex99-1.htm (EX-99.1) — 11KB
• ex99-1_001.jpg (GRAPHIC) — 7KB
• 0001493152-24-024948.txt ( ) — 282KB
• reli-20240620.xsd (EX-101.SCH) — 4KB
• reli-20240620_def.xml (EX-101.DEF) — 26KB
• reli-20240620_lab.xml (EX-101.LAB) — 36KB
• reli-20240620_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

From the Filing

UNITED 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 3.02. Unregistered Sales of Equity Securities. Between May 21, 2024 and June 21, 2024, Reliance Global Group, Inc. (the "Company") issued an aggregate of 4,243,714 shares of restricted common stock . Of this amount, (i) 303,030 restricted shares were issued on May 21, 2024 to a consultant in exchange for services provided; (ii) 672,667 restricted shares were issued on June 20, 2024 in exchange for the Company's Series B common stock purchase warrants; and (iii) 3,268,017 restricted shares were issued on June 21, 2024 in exchange for the Company's Series G common stock purchase warrants. The securities described above 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, and Rule 506(d) of Regulation D thereunder. Following the above issuances, as of June 21, 2024, the Company had 14,631,210 shares of common stock issued and outstanding. Item 7.01. Regulation FD Disclosure. On June 24, 2024, the Company issued a press release announcing that it has withdrawn its previously filed registration statement, originally filed to register the potential shares issuable under the Series G warrants. As previously announced, the institutional investor holding the Series B and Series G warrants has redeemed all of its outstanding Series B and Series G warrants. 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. Exhibit No. Description 99.1 Press release issued by the registrant on June 24, 2024. 104 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: June 24, 2024 By: /s/ Ezra Beyman Ezra Beyman Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR