Reliance Global Group Files 8-K on Material Agreement

TL;DR

RELI filed an 8-K on 9/15/25 for a material agreement, equity sales, and disclosures.

AI Summary

On September 15, 2025, Reliance Global Group, Inc. filed an 8-K report detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and Regulation FD disclosures, along with financial statements and exhibits. The company is incorporated in Florida and its fiscal year ends on December 31.

Why It Matters

This 8-K filing indicates significant corporate activity, potentially involving new agreements or equity transactions that could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered sales of equity securities can introduce financial and operational risks that require careful monitoring.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• Reliance Global Group, Inc. (company) — Registrant
• September 15, 2025 (date) — Date of earliest event reported
• Florida (jurisdiction) — State of Incorporation
• 001-40020 (identifier) — Commission File Number
• 46-3390293 (identifier) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.086 — ch registered Common Stock, par value $0.086 per share RELI The Nasdaq Capital M
• $100,000 — the Company, with an aggregate value of $100,000. September 15, 2025 — White Lion ELOC
• $0.80 — the ELOC at a weighted average price of $0.80 per share for aggregate gross proceeds
• $360,000 — r share for aggregate gross proceeds of $360,000. The foregoing sales and issuances we

Filing Documents

• form8-k.htm (8-K) — 52KB
• ex10-1.htm (EX-10.1) — 20KB
• ex99-1.htm (EX-99.1) — 18KB
• ex99-1_001.jpg (GRAPHIC) — 20KB
• 0001493152-25-014298.txt ( ) — 334KB
• reli-20250915.xsd (EX-101.SCH) — 4KB
• reli-20250915_def.xml (EX-101.DEF) — 26KB
• reli-20250915_lab.xml (EX-101.LAB) — 36KB
• reli-20250915_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 15, 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. On September 16, 2025, Reliance Global Group, Inc. (the "Company") entered into an Interim Crypto Purchase Agreement with Mr. Moshe Fishman (the "Agreement"), director of Insurtech and Operations of the Company. Under the Agreement, and only as directed in writing by the Company's Crypto Advisory Board (the "CAB"), Mr. Fishman may use his personal cryptocurrency trading accounts on an interim basis to facilitate purchases of cryptocurrency on behalf of the Company while the Company completes opening its institutional cryptocurrency account. From the time of purchase, all right, title and interest in the cryptocurrency will belong exclusively to the Company; the assets are held in Mr. Fishman's account solely for the benefit of the Company. All gains, losses and risks associated with such cryptocurrency accrue solely to the Company. As soon as practicable, after the Company's institutional account is established, and upon written instruction from the CAB, Mr. Fishman will promptly transfer to that account all cryptocurrency then held for the Company's benefit. The Company will reimburse Mr. Fishman for the actual purchase price and reasonable, documented transaction fees, and no compensation of any kind will be paid to Mr. Fishman for services he provides under the Agreement. The Agreement provides that all activities will be conducted in compliance with the Company's Insider Trading Policy and applicable law, terminates upon the earlier of (i) completion of the transfer of all such assets to the Company's institutional account or (ii) October 30, 2025 (unless extended by Audit Committee approval), and is governed by Florida law. The Agreement was approved by the Audit Committee, comprised of independent non-employee directors. The foregoing is a summary only and is qualified in its entirety by reference to the Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K. Item 3.02. Unregistered Sales of Equity Securities. Since August 1, 2025, the Company has issued an aggregate of 613,854 shares of its common stock, par value $0.086 per share (the "Common Stock"), in transactions not registered under the Securities Act of 1933, as amended (the "Securities Act"). These issuances represent approximately 14.1% of the outstanding shares, based on 4,346,054 shares of Common Stock issued and outstanding as of July 30, 2025. The unregistered issuances consisted of the following: August 27, 2025 — White Lion commitment shares: 53,186 shares issued to White Lion as commitment shares in connection with the Company's equity line of credit (ELOC) facility. No cash proceeds were received by the Company for these commitment shares. September 3, 2025 — Tomchei Shabbos: 110,668 shares issued to Tomchei Shabbos, for marketing services to the Company, with an

View Full Filing

View this 8-K filing on SEC EDGAR