Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 reported): November 14, 2023

Reliance Global Group, Inc.

(Exact name of registrant as specified in its charter)

Florida	001-40020	46-3390293
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

300 Blvd. of the Americas, Suite 105, Lakewood, NJ 08701

(Address of principal executive offices)

(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 (see General Instruction A.2.)

☐	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 CF$ 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, $0.086 par value 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07.

Submission of Matters to a Vote of Security Holders.

On November 14, 2023, Reliance Global Group, Inc. (the “Company”) held its 2023 virtual annual meeting of stockholders to vote on the following matters:

1. Election of Directors

Each of the following five nominees was elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next annual meeting of stockholders and until their successors have been duly elected and have qualified.

Nominee	For	Against	Abstain	Broker Non-Votes
Ezra Beyman	1,058,822	27,687	3,286	296,904
Alex Blumenfrucht	1,058,225	28,244	3,326	296,904
Scott Korman	1,054,964	31,525	3,306	296,904
Ben Fruchtzweig	1,049,067	31,283	9,445	296,904
Sheldon Brickman	1,048,781	37,689	3,325	296,904

2. Articles Amendment to Increase in Authorized Shares

Stockholders voted to approve the amendment of the Company’s articles of incorporation, as amended, to increase the total number of authorized shares of our common stock, $0.086 par value per share, from 133,333,333 shares to 2,000,000,000 shares, in accordance with the voting results listed below:

For		Against		Abstain		Broker Non-Votes
1,198,993		184,858		2,848		-

3. 2023 Equity Incentive Plan

Stockholders voted to approve the 2023 Equity Incentive Plan, in accordance with the voting results listed below:

For		Against		Abstain		Broker Non-Votes
1,034,875		50,117		4,803		296,904

In addition, on November 14, 2023, the Company held a virtual special meeting of the Series A warrant holders to vote on the following matter:

1. Reduction in Exercise Price of Series A Warrants

Series A warrant holders voted to approve the amendment of the Warrant Agent Agreement, dated February 8, 2021, by and between the Company and VStock Transfer, LLC (the “Warrant Agreement”), pursuant to which the Series A warrants were issued, in order to reduce the exercise price of the Series A warrants issued and outstanding under the Warrant Agreement from the stated $6.60 (post-reverse split effective exercise price of $99.00) per share to $6.13 per share, subject to adjustment, in accordance with the voting results listed below:

For		Against		Abstain		Broker Non-Votes
853,640		257,515		265		-

Item 7.01. Regulation FD Disclosure.

On November 16, 2023, the Company issued a press release announcing the branding consolidation of its agencies under the RELI Exchange umbrella. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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 Securities Exchange Act of 1934, as amended (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 of 1933, as amended, 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 of the registrant issued on November 16, 2023.
104		Cover Page Interactive Data File

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: November 16, 2023	By:	/s/ Ezra Beyman
		Ezra Beyman
		Chief Executive Officer

Exhibit 99.1

Reliance Global Group Embraces ‘OneFirm’ Approach for Future Growth

Consolidates All Reliance Owned Agencies Under the RELI Exchange Brand

Anticipated Benefits Include Enhanced Efficiencies, Cross Talent Utilization, and Cross-Selling

Reliance is Positioned for Seamless Integration of Accretive Acquisitions and Rapid Scalability

SMIC Now Under the RELI Exchange Umbrella

LAKEWOOD, N.J., November 16, 2023 — Reliance Global Group, Inc. (Nasdaq: RELI; RELIW) (“Reliance”, “we” or the “Company”), today formally announces its OneFirm vision and branding consolidation under the RELI Exchange umbrella.

Ezra Beyman, CEO of Reliance, commented, “As we continue to grow, the Company is furthering its ‘OneFirm’ approach which brings together Reliance Global Group’s individual agencies under the single umbrella of RELI Exchange. We’re confident this move will bring substantial benefits and efficiencies to our agents, their clients, our investors, and the Company. OneFirm is expected to significantly enhance the Company’s market presence across the U.S., as Reliance Global Group’s agencies will operate under the unified brand of RELI Exchange across all business lines and all markets. We anticipate that this will fortify our relationships with carriers, enabling us to realize more profitable commission and bonus contracts, due to expected increases in business volume. Additionally, this platform will propel our RELI Exchange agency partners by providing them the ability to effectively secure policies across a broad range of insurance products and markets. Moreover, OneFirm will continue to bring the Company together as one cohesive unit, creating cross-selling and cross talent sharing opportunities for our internal agents and agency partners. Early financial benefits of our OneFirm platform are already evident by the Company’s 19% year-over-year increase in revenues and the decreased operational losses by more than 21% during the first nine months of 2023, as previously reported. Furthermore, we believe the OneFirm unified approach will position us to scale rapidly as we continue to seek out and integrate accretive acquisitions which we believe will further broaden Reliance Global Group’s industry and market reach.”

Moshe Fishman, Director of Insurtech and Operations, stated, “Implementing the ‘OneFirm’ strategy has begun to yield positive results for the Company, as demonstrated in the recent 2023 third quarter business update. With the U.S. insurance market’s vast potential, currently valued at $2.7 trillion and anticipated to grow by 26% to $3.4 trillion by 2027, we believe the timing couldn’t be more perfect for us to adopt a comprehensive company-wide operating and branding strategy. OneFirm positions the Company to capture a larger share of this expanding market and will provide RELI Exchange with substantial advantages, including the ability to leverage the exceptional talent currently employed across our organization, the capability for enhanced data access and sharing, segmentation of specialized support services, and a reduction in overall operating expenses by streamlining operations and redeploying existing talent to revenue generating roles as and where appropriate. Our ‘OneFirm’ platform also positions the Company well to absorb additional talent per expected industry shifts, where an increasing number of captive agents make the move from their current roles, to seek out more profitable and lucrative opportunities to build their businesses.”

Reliance’s Chief Financial Officer, Joel Markovits commented, “We are super charged and excited about OneFirm and going to market collectively under RELI Exchange branding. We expect these enhancements to increase our top and bottom-line results and we move forward with high expectations and a tenacity for success to continue in our efforts to build stockholder value. As always, we thank our investors for their support and look forward to accomplishing even more, in the months and years to come.”

About Reliance Global Group, Inc.

Reliance Global Group, Inc. (NASDAQ: RELI, RELIW) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.

Forward-Looking Statements

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 statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions and include statements such as the Company having built a best-in-class InsurTech platform, making RELI Exchange an even more compelling value proposition and further accelerating growth of the platform, rolling out several other services in the near future to RELI Exchange agency partners, building RELI Exchange into the largest agency partner network in the U.S., the Company moving in the right direction and the Company’s highly scalable business model driving significant shareholder value. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission and elsewhere and risks as and uncertainties related to: the Company’s ability to generate the revenue anticipated and the ability to build the RELI Exchange into the largest agency partner network in the U.S., and the other factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as the same may be updated from time to time. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, the Company’s Quarterly Reports on Form 10-Q, the Company’s Current Reports on Form 8-K and other subsequent filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

Contact:

Crescendo Communications, LLC

Tel: +1 (212) 671-1020

Email: RELI@crescendo-ir.com

Cover	Nov. 14, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 14, 2023
Entity File Number	001-40020
Entity Registrant Name	Reliance Global Group, Inc.
Entity Central Index Key	0001812727
Entity Tax Identification Number	46-3390293
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	300 Blvd. of the Americas
Entity Address, Address Line Two	Suite 105
Entity Address, City or Town	Lakewood
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08701
City Area Code	(732)
Local Phone Number	380-4600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock 0. 086 Par Value Per Share [Member]
Title of 12(b) Security	Common Stock, $0.086 par value per share
Trading Symbol	RELI
Security Exchange Name	NASDAQ
Series Warrants To Purchase Shares Of Common Stock Par Value 0. 086 Per Share [Member]
Title of 12(b) Security	Series A Warrants to purchase shares of Common Stock, par value $0.086 per share
Trading Symbol	RELIW
Security Exchange Name	NASDAQ