Reliance Global Group Enters Material Definitive Agreement

TL;DR

RELI signed a big deal, details TBD.

AI Summary

Reliance Global Group, Inc. announced on September 6, 2024, that it entered into a material definitive agreement. The filing does not provide specific details about the agreement or any associated dollar amounts. The company is incorporated in Florida and its principal executive offices are located in Lakewood, New Jersey.

Why It Matters

This filing indicates a significant new contract or partnership for Reliance Global Group, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the material definitive agreement introduces uncertainty about its terms and potential impact.

Key Players & Entities

• Reliance Global Group, Inc. (company) — Registrant
• September 6, 2024 (date) — Date of earliest event reported
• 300 Blvd. of the Americas , Suite 105 Lakewood , New Jersey 08701 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $0.86 — ch registered Common Stock, par value $0.86 per share RELI The NASDAQ Capital M
• $5.5 m — yable by the Company will be reduced to $5.5 million, from $8 million as previously se
• $8 million — y will be reduced to $5.5 million, from $8 million as previously set forth in the Original

Filing Documents

• form8-k.htm (8-K) — 47KB
• ex10-1.htm (EX-10.1) — 775KB
• ex99-1.htm (EX-99.1) — 13KB
• ex99-1_1.jpg (GRAPHIC) — 6KB
• 0001493152-24-035393.txt ( ) — 1163KB
• reli-20240906.xsd (EX-101.SCH) — 4KB
• reli-20240906_def.xml (EX-101.DEF) — 26KB
• reli-20240906_lab.xml (EX-101.LAB) — 36KB
• reli-20240906_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): September 6, 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 1.01 Entry into a Material Definitive Agreement. On September 9, 2024, Reliance Global Group, Inc. (the "Company") announced the signing of an amendment to and restatement of that certain definitive agreement to acquire Spetner Associates ("Spetner"), a well-established benefits enrollment company that, through its BenManage benefits enrollment company, is a leading provider of voluntary benefits to over 75,000 employees throughout the United States. The Company previously disclosed the signing of the original definitive agreement to acquire Spetner, dated as of May 14, 2024, by and among the parties thereto (the "Original Agreement") in a Current Report on Form 8-K filed on May 15, 2024 with the U.S Securities and Exchange Commission. Pursuant to the Amended and Restated Stock Exchange Agreement, dated as of September 6, 2024, by and among the parties thereto (the "Amended Agreement"): (i) the upfront cash consideration payable by the Company will be reduced to $5.5 million, from $8 million as previously set forth in the Original Agreement; and (ii) Mrs. Michelle Spetner will no longer be a party to the transactions contemplated therein and Agudath Israel of America, a New York corporation, will be added as a party to the Amended Agreement. The foregoing description of the Amended Agreement is subject to and qualified in its entirety by reference to the full text of the Amended Agreement, a copy of which is attached hereto at Exhibit 10.1 to this Current Report on Form 8-K, and the terms and conditions of which are incorporated herein by reference. Item 7.01 Regulation FD Disclosure. On September 9, 2024, the Company issued a press release announcing the signing of the Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act", nor shall it be deemed incorporated by reference in any of the Company's filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this report in such filing. Forward-Looking 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 cases, forward-looking statements can be identified by terminology such as "may," "should," "potential," "goal," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions and include statements. Actual results may differ materially from those in the forward-looking statement

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View this 8-K filing on SEC EDGAR