Reliance Global Group, Inc. (Form: 8-K, Received: 09/19/2025 17:04:42)

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 15, 2025

RELIANCE GLOBAL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Florida

001-40020

46-3390293

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

300 Blvd. of the Americas, Suite 105 Lakewood, New Jersey		08701
(Address of Principal Executive Offices)		(Zip Code)

(732) 380-4600

(Registrant’s Telephone Number, Including Area Code)

N/A

(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:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 1.01. Entry into a Material Definitive Agreement.

On September 16, 2025, Reliance Global Group, Inc. (the “Company”) entered into an Interim Crypto Purchase Agreement with Mr. Moshe Fishman (the “Agreement”), director of Insurtech and Operations of the Company. Under the Agreement, and only as directed in writing by the Company’s Crypto Advisory Board (the “CAB”), Mr. Fishman may use his personal cryptocurrency trading accounts on an interim basis to facilitate purchases of cryptocurrency on behalf of the Company while the Company completes opening its institutional cryptocurrency account. From the time of purchase, all right, title and interest in the cryptocurrency will belong exclusively to the Company; the assets are held in Mr. Fishman’s account solely for the benefit of the Company. All gains, losses and risks associated with such cryptocurrency accrue solely to the Company.

As soon as practicable, after the Company’s institutional account is established, and upon written instruction from the CAB, Mr. Fishman will promptly transfer to that account all cryptocurrency then held for the Company’s benefit. The Company will reimburse Mr. Fishman for the actual purchase price and reasonable, documented transaction fees, and no compensation of any kind will be paid to Mr. Fishman for services he provides under the Agreement. The Agreement provides that all activities will be conducted in compliance with the Company’s Insider Trading Policy and applicable law, terminates upon the earlier of (i) completion of the transfer of all such assets to the Company’s institutional account or (ii) October 30, 2025 (unless extended by Audit Committee approval), and is governed by Florida law. The Agreement was approved by the Audit Committee, comprised of independent non-employee directors. The foregoing is a summary only and is qualified in its entirety by reference to the Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.

Since August 1, 2025, the Company has issued an aggregate of 613,854 shares of its common stock, par value $0.086 per share (the “Common Stock”), in transactions not registered under the Securities Act of 1933, as amended (the “Securities Act”). These issuances represent approximately 14.1% of the outstanding shares, based on 4,346,054 shares of Common Stock issued and outstanding as of July 30, 2025.

The unregistered issuances consisted of the following:

	●	August 27, 2025 — White Lion commitment shares: 53,186 shares issued to White Lion as commitment shares in connection with the Company’s equity line of credit (ELOC) facility. No cash proceeds were received by the Company for these commitment shares.
	●	September 3, 2025 — Tomchei Shabbos: 110,668 shares issued to Tomchei Shabbos, for marketing services to the Company, with an aggregate value of $100,000.
	●	September 15, 2025 — White Lion ELOC Purchase Notice: 450,000 shares issued to White Lion pursuant to a purchase notice under the ELOC at a weighted average price of $0.80 per share for aggregate gross proceeds of $360,000.

The foregoing sales and issuances were made in reliance on exemptions from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D thereunder, as transactions not involving a public offering. The purchasers represented investment intent and that they are accredited investors (as defined in Rule 501(a) of Regulation D). Appropriate restrictive legends were applied, and the Company did not engage in any general solicitation or advertising.

Item 7.01. Regulation FD Disclosure.

On September 17, 2025, the Company issued a press release announcing the completion of its initial purchase of Ethereum (ETH) under its Digital Asset Treasury initiative. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Interim Crypto Purchase Agreement, entered into between the Company and Moshe Fishman, dated September 16, 2025

99.1		Press Release, dated September 17, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, hereunto duly authorized.

	Reliance Global Group, Inc.

Dated: September 19, 2025	By:	/s/ Ezra Beyman
		Ezra Beyman
		Chief Executive Officer

Exhibit 10.1

INTERIM CRYPTO PURCHASE AGREEMENT

This Interim Crypto Purchase Agreement (this “Agreement”) is entered into as of September 16, 2025, by and between Reliance Global Group, Inc., a Florida corporation (the “Company”), and Moshe Fishman (“Moshe”).

WHEREAS, the Company has adopted a Digital Asset Treasury Policy authorizing the acquisition of cryptocurrency for treasury management purposes;

WHEREAS, the Company has initiated the process of opening an institutional cryptocurrency trading account, but such account is not yet available; and

WHEREAS, in order to avoid potential lost opportunities from movements in cryptocurrency values during the account opening period, the Company desires that Moshe act as an interim purchaser of cryptocurrency on behalf of the Company, subject to appropriate safeguards and documentation.

NOW, THEREFORE, the parties agree as follows:

Purchases on Behalf of the Company. Moshe shall use his personal cryptocurrency trading accounts solely to purchase cryptocurrency as directed in writing (including by email) by Alex Blumenfrucht as a member of the Crypto Advisory Board (“CAB”), or its Chair acting on behalf of the CAB.

Ownership; Title. From the time of purchase, all right, title and interest in and to the cryptocurrency shall belong exclusively to the Company. Such assets shall be held in Moshe’s account solely for the benefit of the Company, and Moshe shall have no ownership or beneficial interest therein.

Economic Exposure. All gains, losses, and risks associated with the cryptocurrency purchased under this Agreement shall accrue solely to the Company.

Transfer of Assets. As soon as practicable following the establishment of the Company’s institutional cryptocurrency account, and upon written instruction from the CAB, Moshe shall promptly transfer to such account all cryptocurrency then held for the benefit of the Company.

Reimbursement. The Company shall reimburse Moshe promptly for the actual purchase price of the cryptocurrency and any reasonable, documented transaction fees incurred. Moshe shall not receive any additional compensation for performing services under this Agreement.

Compliance. All activities under this Agreement shall be conducted in compliance with the Company’s Insider Trading Policy and all applicable federal and state securities laws.

Term. This Agreement shall automatically terminate on the earlier of (i) the date on which all cryptocurrency purchased hereunder has been transferred to the Company’s institutional account, or (ii) October 30, 2025, unless extended by further written approval of the Audit Committee.

Miscellaneous. This Agreement constitutes the entire understanding of the parties with respect to its subject matter and may not be amended except in writing signed by both parties and approved by the Audit Committee. This Agreement shall be governed by the laws of the State of Florida.

[Remainder of Page Intentionally left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

RELIANCE GLOBAL GROUP, INC.

By:
Name:
Title:

By:	/s/ Moshe Fishman
Name:	Moshe Fishman

[Signature Page to Interim Crypto Purchase Agreement]

Exhibit 99.1

Reliance Global Group (RELI) Completes Initial Ethereum Purchase Under Digital Asset Treasury Initiative

LAKEWOOD, N.J., September 17, 2025 — Reliance Global Group, Inc. (Nasdaq: RELI) (“Reliance”, “we” or the “Company”) today announced that it has completed its first digital asset purchase under its recently launched Digital Asset Treasury (“DAT”) initiative, acquiring Ethereum (ETH). The purchase represents the initial step in Reliance’s broader plan to build a diversified digital asset portfolio, with future investments expected to include leading cryptocurrencies such as Bitcoin, Ethereum and Solana.

The Company plans to fund these activities through a combination of cash reserves and other approved corporate financing tools. Reliance’s DAT initiative is structured to pursue long-term capital appreciation through blockchain-based participation.

As part of this strategy, Reliance has also formed a dedicated Crypto Advisory Board (“CAB”) to guide management and the Board of Directors in the oversight, risk management, and execution of digital asset initiatives. The CAB will provide expertise on treasury management, blockchain integration, and governance practices critical to the Company’s expansion into digital assets.

Ezra Beyman, Chairman and Chief Executive Officer of Reliance Global Group, stated, “This first Ethereum transaction is an important milestone for Reliance as we expand into digital assets. It demonstrates our commitment to ensuring that our operational systems – covering custody, governance, accounting, and compliance – are equipped to support this strategy on a larger scale. Reliance expects to continue purchasing Ethereum and other digital assets in measured increments, applying a disciplined approach to capital allocation as the treasury position develops over time.”

“Our entry into Ethereum underscores our conviction that blockchain technology is rapidly shaping the future of both finance and insurance. With the added oversight of our Crypto Advisory Board, we are confident this strategy provides shareholders with a forward-looking opportunity while maintaining our focus on responsible execution and risk management.”

Reliance has a longstanding history of leveraging artificial intelligence, data mining, and innovative distribution models to deliver competitive, technology-enabled insurance solutions through RELI Exchange and 5MinuteInsure.com. By applying similar innovation to the blockchain ecosystem, the Company seeks to pioneer the convergence of InsurTech and decentralized finance.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by terminology such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “potential,” and similar expressions. Forward-looking statements in this press release include, without limitation, statements regarding:

●

Our expectation that building a diversified digital asset portfolio, beginning with Ethereum, may enhance our long-term treasury strategy and shareholder value;

●

Our belief that disciplined participation in blockchain-based markets can provide both capital appreciation and potential yield opportunities over time;

●

Our expectation that the formation of the Crypto Advisory Board will provide the expertise, oversight, and governance needed to execute our digital asset strategy responsibly;

●

Our belief that integrating blockchain capabilities with our existing AI-driven InsurTech platforms positions Reliance at the forefront of innovation in both insurance and decentralized finance; and

●

Other statements relating to our future financial performance, business strategy, technology developments, capital allocation, and operational execution.

These forward-looking statements are based on a number of assumptions, including that: (i) the Company is able to successfully implement its digital asset treasury strategy as approved by the Board; (ii) cryptocurrency and blockchain markets remain sufficiently stable to allow for execution of our strategy; (iii) regulatory and accounting frameworks evolve in a manner consistent with our ability to participate in digital asset markets; and (iv) no material adverse changes occur in market, economic, or regulatory conditions.

Actual results could differ materially from those anticipated due to a variety of risks and uncertainties, including: volatility or declines in cryptocurrency markets; challenges in executing and managing digital asset investments; regulatory or accounting changes that adversely impact digital asset holdings or blockchain-based initiatives; technological risks related to custody, cybersecurity, or blockchain integration; competitive pressures from InsurTech, blockchain, or digital asset market participants; and other factors described under “Risk Factors” in our Registration Statement on Form S-1, Annual Report on Form 10-K, and other filings with the Securities and Exchange Commission.

You are encouraged to carefully review our Annual Report on Form 10-K for the year ended December 31, 2024, as amended, as well as other SEC filings, for a more complete discussion of these and other risks and uncertainties. Except as required by law, Reliance Global Group Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contact:

Crescendo Communications, LLC

Tel: +1 (212) 671-1020

Email: RELI@crescendo-ir.com