Reliance Global Group Files S-1 for Securities Offering

TL;DR

Reliance Global Group just filed an S-1, looks like they're raising cash. Watch this space.

AI Summary

Reliance Global Group, Inc. filed an S-1 registration statement on January 10, 2025, indicating plans to offer securities. The company, incorporated in Florida with its principal executive offices in Lakewood, NJ, operates in the insurance agents, brokers & services sector. Ezra Beyman is listed as the Chief Executive Officer.

Why It Matters

This S-1 filing signals Reliance Global Group's intention to raise capital through the sale of securities, which could impact its future growth and operations.

Risk Assessment

Risk Level: medium — An S-1 filing indicates a company is seeking to raise capital, which can involve inherent risks related to market conditions and the success of the offering.

Key Numbers

• 333-284218 — SEC File Number (Identifies the specific SEC registration)
• 6411 — SIC Code (Indicates industry classification (Insurance Agents, Brokers & Services))

Key Players & Entities

• Reliance Global Group, Inc. (company) — Registrant
• January 10, 2025 (date) — Filing Date
• Ezra Beyman (person) — Chief Executive Officer
• Lakewood, NJ (location) — Principal Executive Offices
• Florida (location) — State of Incorporation

FAQ

Key Financial Figures

• $0.086 — i) one share of common stock, par value $0.086 per share, and (ii) one warrant with a
• $0 — luding one share of common stock, minus $0.001, and the remaining exercise price o
• $0.001 — e of each Pre-Funded Warrant will equal $0.001 per share. The Pre-Funded Warrants will
• $2.56 — rted sale price of our common stock was $2.56 per share, as reported by Nasdaq. The
• $0.01 — a public offering price per Warrant of $0.01. (3) The Placement Agent fees shall
• $1.00 — nding shares of common stock, par value $1.00 per share, of Spetner for $13,714,286 (
• $13,714,286 — r value $1.00 per share, of Spetner for $13,714,286 (which amount is to be paid as $5,500,0
• $5,500,000 — ,714,286 (which amount is to be paid as $5,500,000 in cash, shares of the Company’s
• $329,431 — greement), in the approximate amount of $329,431. While the Company intends to further t
• $3.91 — are as of the date of the exercises was $3.91. Accordingly, there are no longer any S
• $3.96 — are as of the date of the exercises was $3.96. Accordingly, there are no longer any S

Filing Documents

• forms-1.htm (S-1) — 2294KB
• ex23-1.htm (EX-23.1) — 4KB
• ex23-2.htm (EX-23.2) — 5KB
• ex107.htm (EX-FILING FEES) — 56KB
• forms-1_001.jpg (GRAPHIC) — 11KB
• forms-1_02.jpg (GRAPHIC) — 31KB
• forms-1_003.jpg (GRAPHIC) — 9KB
• 0001493152-25-001714.txt ( ) — 2429KB

SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA 9

USE OF PROCEEDS

USE OF PROCEEDS 16 CAPITALIZATION 16 DETERMINATION OF OFFERING PRICE 17 MARKET PRICE AND DIVIDEND POLICY 17

DILUTION

DILUTION 18 BUSINESS DESCRIPTION OF SPETNER ASSOCIATES, INC. 20

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 29

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 31 PLAN OF DISTRIBUTION 36 MATERIAL U.S. FEDERAL TAX CONSIDERATIONS FOR HOLDERS OF OUR COMMON STOCK, WARRANTS, PRE-FUNDED WARRANTS AND PLACEMENT AGENT WARRANTS 39 LEGAL MATTERS 45 EXPERTS 45 WHERE YOU CAN FIND MORE INFORMATION 45 INFORMATION INCORPORATED BY REFERENCE 46 UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION F-1

FINANCIAL STATEMENTS FOR SPETNER ASSOCIATES, INC

FINANCIAL STATEMENTS FOR SPETNER ASSOCIATES, INC. F-13 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR SPETNER ASSOCIATES, INC. 47 i ABOUT THIS PROSPECTUS The registration statement of which this prospectus forms a part that we have filed with the Securities and Exchange Commission, or SEC, includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC before making your investment decision. Unless the context otherwise requires, references in this prospectus to “Reliance,” “the Company,” “we,” “us” and “our” refer to Reliance Global Group, Inc. and our subsidiaries. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames. ii PROSPECTUS SUMMARY This summary highlights information contained in other parts of this prospectus or information incorporated by reference into this prospectus from our filings with the Securities and Exchange Commission, or SEC, listed in the section of the prospectus entitled “Incorporation of Certain Information by Reference.” Because it is only a summary, it does not contain all of the information that you should consider before purchasing our securities in this offering and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere or incorporated by reference into this prospectus. You should read the entire prospectus, the registration statement of which this prospectus is a part, and the information incorporated by reference herein in

Business

Business Overview Reliance Global Group, Inc. (the “Company”) (formerly known as Ethos Media Network, Inc.) was incorporated in Florida on August 2, 2013. In September 2018, Reliance Global Holdings, LLC, a related party (“Reliance Holdings”), purchased a controlling interest in the Company. Ethos Media Network, Inc. was renamed Reliance Global Group, Inc. on October 18, 2018. We operate as a company managing assets in the insurance markets, as well as other related sectors under the RELI Exchange umbrella. Our focus is to grow the Company by pursuing an aggressive acquisition strategy, initially and primarily focused upon wholesale and retail insurance agencies. We are led and advised by a management team that offers over 100 years of combined business expertise in insurance, real estate and the financial service industry. In the insurance sector, our management has extensive experience acquiring and managing insurance portfolios in several states, as well as developing specialized programs targeting niche markets. Our primary strategy is to identify specific risk to reward arbitrage opportunities and develop these on a national platform, thereby increasing revenues and returns, and then identify and acquire undervalued wholesale and retail insurance agencies with operations in growing or underserved segments, expand and optimize their operations, and achieve asset value appreciation while generating interim cash flows. As part of our growth and acquisition strategy, we remain active in M&A markets and anticipate completing insurance agency/brokerage transactions throughout the course of 2024 and beyond. As of December 31, 2023 we have acquired nine insurance agencies. During 2022, the Company acquired Barra & Associates, LLC., an unaffiliated full-service insurance agency, which we rebranded to RELI Exchange and expanded its footprint nationally. Additionally, we’re implementing our ‘OneFirm’ vision and strategy, w

View Full Filing

View this S-1 filing on SEC EDGAR