Current Report Filing (8-k)
January 06 2022 - 9:01AM
Edgar (US Regulatory)
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2022-01-03
2022-01-03
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2022-01-03
2022-01-03
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RELI:SeriesWarrantsToPurchaseSharesOfCommonStockParValue0.086PerShareMember
2022-01-03
2022-01-03
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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
January
3, 2022
(Date
of earliest event reported)
RELIANCE
GLOBAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
Florida
|
|
001-40020
|
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46-3390293
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification No.)
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300
Blvd. of the Americas, Suite 105 Lakewood, NJ
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|
08701
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(Address
of principal executive offices)
|
|
(Zip
Code)
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732-380-4600
(Registrant’s
telephone number, including area code)
(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. below):
|
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 transmission period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
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|
Name
of each exchange on which registered
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Common
Stock, $0.086 par value per share
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|
RELI
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|
The
Nasdaq Capital Market
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Series
A Warrants to purchase shares of common stock, par value $0.086 per share
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|
RELIW
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The
Nasdaq Capital Market
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Item
3.02 Unregistered Sale of Securities
See
Item 8.01 below.
Item
5.03 Amendment to Certificate of Incorporation
On
January 4, 2022, the Company (as defined below) amended its Certificate of Incorporation to add the series designation for the Company’s
newly designated Series B convertible preferred stock. The terms of the Series B Preferred Stock were disclosed in the Company’s
Current Report on Form 8-K, dated December 23, 2021, and incorporated herein by reference.
Item
8.01 Other Information
As
reported in the Current Report on Form 8-K, dated December 23, 2021, by Reliance Global Group, Inc. (the “Company”), on December
22, 2021, the Company entered into a securities purchase agreement (“Purchase Agreement”) with several institutional buyers
(the “Buyers”) for the purchase and sale of (i) warrants (the “Series B Warrants”) to purchase an aggregate of
up to 9,779,952 shares of the Company’s common stock, par value $0.086 per share (the “Common Stock”), (ii) an aggregate
of 2,670,892 shares of Common Stock (the “Common Shares”), and (iii) 9,076 shares (the “Preferred Shares”) of
the Company’s newly-designated Series B convertible preferred stock, par value $0.086 per share (the “Series B Preferred”),
with a stated value of $1,000 per share, initially convertible into an aggregate of 2,219,084 shares of Common Stock at a conversion
price of $4.09 per share in a private placement (the “Private Placement”). The aggregate purchase price for the Common Shares,
the Preferred Shares and the Warrants is approximately $20,000,000, and the Private Placement was closed on January 5, 2022.
The
Common Shares, the Series B Warrant and underlying shares and the Series B Preferred Shares and underlying shares were issued by the
Company pursuant to the Purchase Agreement, have not been registered under the Securities Act, and may not be offered or sold in the
United States absent registration or an applicable exemption from registration requirements. The Company has relied on the private placement
exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, and in reliance on similar
exemptions under applicable state laws. No form of general solicitation or general advertising was conducted in connection with the issuance.
The issued securities contain restrictive legends preventing the sale, transfer, or other disposition of such securities, unless registered
under the Securities Act, or pursuant to an exemption therefrom. The disclosure contained in this Current Report on Form 8-K does not
constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as required under applicable
rules for filing current reports with the Commission.
Item
9.01 Financial Statements and Exhibits.
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 thereunto duly authorized.
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RELIANCE
GLOBAL GROUP, INC.
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Dated:
January 6, 2022
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By:
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/s/
Ezra Beyman
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Ezra
Beyman
Chief
Executive Officer
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