Current Report Filing (8-k)
May 02 2022 - 05:04PM
Edgar (US Regulatory)
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2022-04-26
2022-04-26
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2022-04-26
2022-04-26
0001812727
RELI:SeriesWarrantsToPurchaseSharesOfCommonStockParValue0.086PerShareMember
2022-04-26
2022-04-26
iso4217:USD
xbrli:shares
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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
April
26 , 2022
(Date
of earliest event reported)
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, NJ |
|
08701 |
(Address
of principal executive offices) |
|
(Zip
Code) |
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) |
|
|
|
|
☐ |
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)) |
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) |
|
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 |
Item
1.01 Entry into a Material Definitive Agreement
On
April 26, 2022, Reliance Global Group, Inc. (the “Company”) entered into an agreement (the “APA”) with Barra
&Associates, LLC (“Seller”) pursuant to which the Company purchased all of the assets of Barra & Associates, LLC
for a purchase price in the amount of $7,500,000 to be paid to Barra in cash, with $6,000,000 paid at closing, $1,125,000 payable in
six months from closing, and a final earnout of $375,000 payable over two years from closing based upon meeting stated milestones. The
APA contains standard, commercial representations and warranties and covenants. Closing of the acquisition (“Acquisition”)
occurred simultaneously with the execution of the APA. The source of the cash payment is $980,000 in working capital of the Company and
$6,520,000 in funds borrowed from Oak Street Lending (“Loan”), its existing lender pursuant to a Fifth Amendment to Credit
Agreement and Promissory Note, of even date. The purchase price is subject to post-closing adjustment to reconcile certain pre-closing
credits and liabilities of the parties.
On
April 26, 2022, the Company closed on the Acquisition and also closed on the Loan.
The
terms of the Loan are as follows:
|
○ |
Principal
amount is $6,520,000 |
|
○ |
Interest
rate is Prime + 2.50%.Except that during the initial period of the loan, the rate is Prime + 2.75%. |
|
○ |
The
term of the loan is ten years. |
|
○ |
The
service fee is .50% per year. |
On
April 26, 2022, the Company also entered into an Employment Agreement with Mr. Barra. The summary of terms is as follows. The term of
the Agreement is three years. Mr. Barra’s annual base salary is $200,000, and he is entitled to receive 5,000 shares of Company
common stock (restricted as to resale under Section 4(a)(2) of the Securities Act of 1933, as amended), within 60 days of the end of
each calendar quarter in which he is employed by the Company. He is entitled to participate in and receive all benefits generally available
to officers of the Company of equivalent rank. He is also entitled to three weeks’ paid vacation per year, and is the subject of
a two year noncompete following termination of his employment with the Company.
Item
2.01 Completion of Acquisition or Disposition of Assets
See
Item 1.01 above.
Item
2.03 Creation of a Direct Financial Obligation
See
Item 1.01 above.
Item
5.02 Appointment of an Officer
On
April 26, 2022, Grant Barra was appointed Senior Vice President of the Company. Mr. Barra brings over 18
years of experience in the insurance industry. In 2008, he founded Barra & Associates, which quickly grew to become a recognized
provider of both personal and commercial insurance products, including property and casualty, life, health and other insurance products.
Along with founding Barra & Associates, he served in a leadership role for a single life carrier, where he focused on recruitment,
development, and motivating independent agents to sell life insurance products. Earlier in his career, he founded Grant Barra Agency,
providing all lines of insurance policies under a captive agency agreement. Mr. Barra received a Bachelor of Science in Business Administration
from DeVry University, in addition to earning a certificate in contract law with Harvard University (HarvardX). He is a Chartered Leadership
Fellow and a member of the Life Underwriting Training Council at The American College of Financial Services.
Mr.
Barra’s employment agreement is described in Item 1.01.
Item
9.01 Financial Statements and Exhibits.
EXHIBIT
INDEX
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.
|
RELIANCE
GLOBAL GROUP, INC. |
|
|
|
Dated:
May 2, 2022 |
By: |
/s/
Ezra Beyman |
|
|
Ezra
Beyman |
|
|
Chief
Executive Officer |
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