Reliance Global Group Files 8-K on Material Agreement & Equity Sales

TL;DR

RELI filed an 8-K: material agreement signed & equity sold. Check financials.

AI Summary

Reliance Global Group, Inc. filed an 8-K on August 27, 2025, reporting on an entry into a material definitive agreement and unregistered sales of equity securities. The filing also includes financial statements and exhibits related to these events, which occurred on August 26, 2025.

Why It Matters

This filing indicates significant corporate actions by Reliance Global Group, Inc., potentially impacting its financial structure and investor relations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can carry inherent risks and require further investigation into the specifics.

Key Players & Entities

• Reliance Global Group, Inc. (company) — Registrant
• August 26, 2025 (date) — Date of earliest event reported
• August 27, 2025 (date) — Date of report
• 300 Blvd. of the Americas, Suite 105 Lakewood, New Jersey 087 (address) — Business and mailing address

FAQ

Key Financial Figures

• $0.086 — ch registered Common Stock, par value $0.086 per share RELI The NASDAQ Capital M
• $10,000,000 — rom time to time, up to an aggregate of $10,000,000 of newly issued shares of the Company's
• $0.9196 — d under the agreement equals or exceeds $0.9196 (the "Minimum Price") in accordance wit
• $10,000 — e Company also agreed to pay a one-time $10,000 document preparation fee. The Common
• $100,000 — Common Stock valued in the aggregate at $100,000 (the "Commitment Shares"), issued in tw
• $50,000 — ent Shares"), issued in two tranches of $50,000 each, with the number of shares in each
• $50,000 b — in each tranche determined by dividing $50,000 by the Nasdaq Official Closing Price on s

Filing Documents

• form8-k.htm (8-K) — 51KB
• ex10-1.htm (EX-10.1) — 213KB
• ex10-2.htm (EX-10.2) — 171KB
• 0001493152-25-012397.txt ( ) — 718KB
• reli-20250826.xsd (EX-101.SCH) — 4KB
• reli-20250826_def.xml (EX-101.DEF) — 26KB
• reli-20250826_lab.xml (EX-101.LAB) — 36KB
• reli-20250826_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): August 26, 2025 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 $0.086 per share RELI The NASDAQ Capital Market Series A Warrants to purchase shares of Common Stock, par value $0.086 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. Common Stock Purchase Agreement On August 26, 2025, Reliance Global Group, Inc. (the "Company") entered into a common stock purchase agreement (the "Common Stock Purchase Agreement") and a related registration rights agreement (the "Registration Rights Agreement," and together with the Common Stock Purchase Agreement, the "White Lion Agreements") with White Lion Capital, LLC ("White Lion"). Capitalized terms used but not defined herein shall have the meaning assigned to them in the Common Stock Purchase Agreement and the Registration Rights Agreement, as applicable. Pursuant to the Common Stock Purchase Agreement, during the commitment period and following the effectiveness of a resale registration statement on Form S-1 registering the shares issuable to White Lion in accordance with the Registration Rights Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to an aggregate of $10,000,000 of newly issued shares of the Company's common stock, par value $0.086 per share (the "Common Stock"), subject to certain limitations and conditions, including the Exchange Cap and the Beneficial Ownership Limitation, each as described below. Each purchase by White Lion will be made pursuant to a written purchase notice delivered by the Company. The purchase price per share for each purchase will be equal to the lowest traded price of the Common Stock during the three-hour "Valuation Period" commencing immediately upon White Lion's written acknowledgement of receipt of the applicable purchase notice. Closing for each purchase occurs on the next business day following the purchase notice date, provided that the Investor has received the applicable Purchase Notice Shares as DWAC Shares by the Closing Date, and other closing conditions are met. The Common Stock to be sold must be DWAC-eligible, and trading in the Common Stock must not be suspended or halted at the time of purchase. The Common Stock Purchase Agreement contains an "Exchange Cap" prohibiting the issuance of more than 19.99% of the Company's outstanding Common Stock as of the execution date unless stockholder approval is obtained or, if at the time the cap is reached and thereafter, the average price paid for all shares issued under the agreement equals or exceeds $0.9196 (the "Minimum Price") in accordance with the rules of the Nasdaq Stock Market LLC. The Common Stock Purchase Agreement also includes a "Beneficial Ownership Limitation" that prevents White Lion from acquiring shares that would result in White Lion beneficially owning more than 4.99% of the outstanding Common Stock (which White Lion may increase to 9.99% upon 61 days' prior written notice). To the extent that the Beneficial Ownership Limitation is exceeded, the number of shares of Common Sto

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