Reliance Global Group Announces Pricing of $20.0 Million Private Placement with Institutional Investors
December 23 2021 - 9:41AM
via NewMediaWire --
Reliance Global Group,
Inc. (Nasdaq: RELI; RELIW), which combines AI and
cloud-based technologies with the personalized experience of a
traditional insurance agency, today announced a private placement
of preferred stock, common stock and warrants for gross proceeds of
$20.0 million before deducting the placement agent's fees and other
estimated offering expenses. The offering is expected to
close on or around December 27, 2021.
Under the terms of the securities purchase
agreement, the Company sold 9,076 shares of the Company’s newly
designated Series B Convertible Preferred Stock, 2,670,892 shares
of common stock and warrants to purchase up to 9,779,952 shares of
common stock. The Series B Convertible Preferred Stock is
convertible immediately into 2,219,084 shares of common stock at a
conversion price of $4.09 per share, subject to customary
adjustment. The Series B Convertible Preferred Stock receives
dividends if and when dividends are paid on the common stock, and
is, generally, non-voting. The warrants will be exercisable
immediately upon the date of issuance and have an exercise price of
$4.09 per share. The warrants will expire five years from the date
of issuance. The purchase price for one share of common stock and
two corresponding warrants was $4.09. The purchase price for
one share of Series B Preferred Stock (convertible into
approximately 244.5 shares of common stock), and approximately 489
corresponding warrants, was $1,000 (equal to $4.09 per share of
common stock into which it is convertible, and corresponding two
warrants).
The Company intends to use the net proceeds from
the private placement primarily to fund the recently announced
planned acquisition of Medigap, as well as to support expanded
marketing activities around 5MinuteInsure.com, and for general
working capital and administrative purposes.
EF Hutton, division of Benchmark Investments, LLC,
is serving as exclusive placement agent for the offering.
Additional details on the private placement will
be available in the Company’s Current Report on Form 8-K, to be
filed with the Securities and Exchange Commission.
The shares of common stock and warrants described
above have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration with the Securities and Exchange Commission (SEC) or
an applicable exemption from such registration requirements. The
securities were offered only to accredited investors. Pursuant to a
registration rights agreement with the investors, the Company has
agreed to file one or more registration statements with the SEC
covering the resale of the shares of common stock and the shares
issuable upon exercise of the warrants.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Reliance Global Group, Inc.
Reliance Global Group, Inc. (NASDAQ: RELI, RELIW)
is combining advanced technologies, with the personalized
experience of a traditional insurance agency model. Reliance Global
Group’s growth strategy includes both an organic expansion,
including 5MinuteInsure.com, as well as acquiring well managed,
undervalued and cash flow positive insurance agencies.
Additional information about the Company is available
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. 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. 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, LLCTel: +1 (212)
671-1020Email: RELI@crescendo-ir.com
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