Current Report Filing (8-k)
September 29 2022 - 6:56AM
Edgar (US Regulatory)
0001812727
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0001812727
2022-09-29
2022-09-29
0001812727
RELI:CommonStock0.086ParValuePerShareMember
2022-09-29
2022-09-29
0001812727
RELI:SeriesWarrantsToPurchaseSharesOfCommonStockParValue0.086PerShareMember
2022-09-29
2022-09-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
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 29, 2022
RELIANCE
GLOBAL GROUP, INC.
(Exact
name of registrant as specified in charter)
Florida
(State
or other jurisdiction of incorporation)
001-40020 |
|
46-3390293 |
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
300
Blvd. of the Americas, Suite 105
Lakewood,
NJ 08701
(Address
of principal executive offices and zip code)
(732)
380-4600
(Registrant’s
telephone number including area code)
(Former
Name and Former Address)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) 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
Symbols |
|
Name
of each exchange on which registered |
Common
Stock, $0.086 par value per share |
|
RELI |
|
The
Nasdaq Stock Market
(The
Nasdaq Capital Market) |
|
|
|
|
|
Series
A Warrants to purchase shares of Common Stock, par value $0.086 per share |
|
RELIW |
|
The
Nasdaq Stock Market
(The
Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
September 27, 2022, Reliance Global Group, Inc. (the “Company”) received written notice from the Listing Qualifications Department
of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the preceding 30 consecutive business days (August
15, 2022 through September 26, 2022), the Company’s common stock did not maintain a minimum closing bid price of $1.00 (“Minimum
Bid Price Requirement”) per share as required by Nasdaq Listing Rule 5550(a)(2). The notice has no immediate effect on the listing
or trading of the Company’s common stock and the common stock will continue to trade on The Nasdaq Capital Market under the symbol
“RELI.”
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until March 27, 2023,
to regain compliance with Nasdaq Listing Rule 5550(a)(2). Compliance may be achieved automatically and without further action if the
closing bid price of the Company’s common stock is at or above $1.00 for a minimum of ten consecutive business days at any time
during the 180-day compliance period, in which case Nasdaq will notify the Company of its compliance and the matter will be closed.
If,
however, the Company does not achieve compliance with the Minimum Bid Price Requirement by March 27, 2023, the Company may be eligible
for additional time to comply. In order to be eligible for such additional time, the Company will be required to meet the continued listing
requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the
exception of the Minimum Bid Price Requirement, and must notify Nasdaq in writing of its intention to cure the deficiency during the
second compliance period.
The
Company intends to actively monitor the bid price of its common stock and will consider available options to regain compliance with the
Nasdaq listing requirements, including such actions as effecting a reverse stock split to maintain its Nasdaq listing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
104 |
Cover
Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
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.
Dated:
September 29, 2022 |
RELIANCE
GLOBAL GROUP, INC. |
|
|
|
|
By: |
/s/
Ezra Beyman |
|
Name: |
Ezra
Beyman |
|
Title: |
Chief
Executive Officer |
Reliance Global (NASDAQ:RELI)
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