Current Report Filing (8-k)
January 14 2022 - 4:08PM
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2022-01-10
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2022-01-10
2022-01-10
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RELI:SeriesWarrantsToPurchaseSharesOfCommonStockParValue0.086PerShareMember
2022-01-10
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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
10, 2022
(Date
of earliest event reported)
RELIANCE
GLOBAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
Florida
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001-40020
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46-3390293
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(State
or other jurisdiction
of incorporation)
|
|
(Commission
File
Number)
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|
(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)
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|
(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):
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☐
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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
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|
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
1.01 Entry into a Material Definitive Agreement
On
January 10, 2022, Reliance Global Group, Inc. (the “Company”) entered into an agreement (the “APA”) with Medigap
Healthcare Insurance Company, LLC (“Medigap”) pursuant to which the Company purchased all of the assets of Medigap for a
purchase price in the amount of $20,096,250 consisting to payment to Selelr of (i) $18,138,750 in cash and (ii) issuing to Seller 606,037
shares of Buyer’s restricted common stock in a transaction exempt from registration under Section 4(a)(2) of the Securities Act
of 1933, as amended. The purchase price is subject to post-closing adjustment to reconcile certain pre-closing credits and liabilities
of the parties. The shares issued to Medigap as part of the purchase price are subject to lock up arrangements pursuant to which 50%
of those shares may be sold after the one year anniversary of the date of Closing the APA and the balance of the shares after the second
year anniversary of the date of closing under the APA.
Also
at the closing, the Company also entered into an employment agreement (“Employment Agreement”) with Kyle Perrin, formerly
Medigap’s chief operating officer, for him to manage the acquired assets. Pursuant to the Employment Agreement, which has a three
year term, Mr. Perrin is paid an annual salary of $200,000 with a one time bonus of $100,000 within 30 days of the January 10, 2021 closing
and is entitled to an annual bonus of 3.5% of EBITDA of the Company. He is also entitled to then offered Company benefits. He is the
subject of a two year non compete provision and standard industry termination for cause and good reason provisions apply.
Item
2.01 Completion of Acquisition or Disposition of Assets
See
Item 1.01 above.
Item
3.02 Unregistered Sale of Securities
See
Item 1.01 above.
Item
9.01 Financial Statements and Exhibits.
(a)
and (b) Financial statements and pro forma financial information required under this Item 9.01 will be filed within 71 days form the
date of this Current Report on Form 8-K.
(c)
EXHIBIT INDEX
Exhibit
No.
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Description
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10.1
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Purchase Agreement
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104
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Cover
Page Interactive Data File (embedded within the Inline XBRL document)
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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 14, 2022
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By:
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/s/
Ezra Beyman
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Ezra
Beyman
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Chief
Executive Officer
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