Current Report Filing (8-k)
February 04 2022 - 04:07PM
Edgar (US Regulatory)
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2022-01-31
2022-01-31
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2022-01-31
2022-01-31
0001812727
RELI:SeriesWarrantsToPurchaseSharesOfCommonStockParValue0.086PerShareMember
2022-01-31
2022-01-31
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
January
31, 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)
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|
(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
3.01 Failure to Comply with a Continued Listing Requirement.
On
January 31, 2022, the Company received a deficiency notification from Nasdaq regarding the issuance of shares of its common stock to
the sellers in closing of the January 10, 2022 Medigap acquisition, which Nasdaq determined to aggregate with its shares of common stock
issued in the Company’s January 6, 2022 private placement in violation of Nasdaq Listing Rule 5635(a). This rule requires an issuer
to obtain shareholder approval with respect to an acquisition paid for from the proceeds of a sale of common stock of the issuer which
equals or exceeds 20% of the shares of the issuer, issued and outstanding prior to the acquisition. The Company has 45 days from the
date of the letter to submit a plan of compliance, and the Company is confident that it will submit a plan which will meet Nasdaq’s
requirements as to meeting the aforesaid continued listing criteria.
Item
5.02 Appointment of an Executive Officer
On
February 1, 2022, the Company’s Board appointed Joel Markovits as its Chief Accounting Officer. His annual salary is to be set
at $200,000 per year, and he is to be granted 25,000 restricted shares of Company common stock.
Joel
Markovits, CPA, Chief Accounting Officer joined Reliance in June 2021 and brings over 10 years’ accounting and financial
reporting experience in both the public and private sectors. Prior to joining Reliance, Joel was an audit senior manager at KPMG LLP,
where he served in various roles since April 2015. Joel led some of the larger and more complex audit engagements, including serving
as lead audit senior manager on a global $16 billion (annual revenues) enterprise reporting on both US GAAP and IFRS standards. He was
also a data & analytics specialist and technology innovation leader for its largest US Business Unit, overseeing the development
and deployment of tools that enhance data analyses and audit processes. Joel is 41 years old and a Certified Public Accountant in the
State of New Jersey since November 2013.
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:
February 4, 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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