false --12-31 0001812727 0001812727 2023-11-27 2023-11-27 0001812727 RELI:CommonStock0.086OarValuePerShareMember 2023-11-27 2023-11-27 0001812727 RELI:SeriesWarrantsToPurchaseSharesOfCommonStockParValue0.086PerShareMember 2023-11-27 2023-11-27 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) November 27, 2023

 

 

 

Reliance Global Group, Inc.

(Exact name of registrant as specified in its charter)

 

Florida   001-40020   46-3390293
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

 

 

300 Blvd. of the Americas, Suite 105

Lakewood, NJ

  08701
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (732) 380-4600

 

 

 

 

(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))

 

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 oar value per share

 

RELI

 

The Nasdaq Capital Markets

Series A Warrants to purchase shares of Common Stock, par value $0.086 per share   RELIW   The Nasdaq Capital Markets

 

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 transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in fiscal Year.

 

On November 27, 2023, Reliance Global Group, Inc., a Florida Corporation (the “Company”) filed a certificate of amendment (the “Certificate of Amendment”) to its Amended and Restated Articles of Incorporation (the “Articles of Incorporation”).

 

Pursuant to Section 607.1001 and Section 607.1006 of the Florida Business Corporation Act (the “FBCA”), effective as of November 27, 2023, the following amendments to the Articles of Incorporation include the following changes:

 

Increase in Authorized Shares

 

The Company has increased the aggregate number of shares which the Corporation shall have authority to issue is a total of two billion seven hundred and fifty million (2,750,000,000) shares consisting of two classes of stock, to be designated, respectively, “Common Stock” and “Preferred Stock,” with all of such shares having a par value of

$.086 per share.

 

Common Stock

 

The total number of shares of Common Stock that the Corporation shall have authority to issue is two billion (2,000,000,000) shares.

 

Preferred Stock

 

The total number of shares of Preferred Stock that the Corporation shall have the authority to issue is seven hundred fifty million (750,000,000) shares. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof.

 

The information set forth above is qualified in its entirety by reference to the actual terms of the Amended and Restated Articles, which are attached hereto as Exhibits 3.1, and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
Number
 
 

Description
     
3.1   Amended and Restated Articles as filed on November 27, 2023.
104   Cover Page Interactive Data File (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 thereunto duly authorized.

 

Date: November 30, 2023 Reliance Global Group, Inc.
     
  By: /s/ Ezra Beyman
    Ezra Beyman
    Chief Executive Officer

 

 

 

 

Exhibit 3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

v3.23.3
Cover
Nov. 27, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 27, 2023
Current Fiscal Year End Date --12-31
Entity File Number 001-40020
Entity Registrant Name Reliance Global Group, Inc.
Entity Central Index Key 0001812727
Entity Tax Identification Number 46-3390293
Entity Incorporation, State or Country Code FL
Entity Address, Address Line One 300 Blvd. of the Americas
Entity Address, Address Line Two Suite 105
Entity Address, City or Town Lakewood
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 08701
City Area Code (732)
Local Phone Number 380-4600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, $0.086 oar value per share  
Title of 12(b) Security Common Stock, $0.086 oar value per share
Trading Symbol RELI
Security Exchange Name NASDAQ
Series A Warrants to purchase shares of Common Stock, par value $0.086 per share  
Title of 12(b) Security Series A Warrants to purchase shares of Common Stock, par value $0.086 per share
Trading Symbol RELIW
Security Exchange Name NASDAQ

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