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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 23, 2022
RELIANCE
GLOBAL GROUP, INC.
(Exact
name of registrant as specified in charter)
Florida
(State
or other jurisdiction of incorporation)
| 001-40020 |
|
46-3390293 |
| (Commission
File Number) |
|
(IRS
Employer Identification No.) |
300
Blvd. of the Americas, Suite 105
Lakewood,
NJ 08701
(Address
of principal executive offices and zip code)
(732)
380-4600
(Registrant’s
telephone number including area code)
(Former
Name and Former Address)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) 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
Symbols |
|
Name
of each exchange on which registered |
| Common
Stock, $0.086 par value per share |
|
RELI |
|
The
Nasdaq Stock Market
(The
Nasdaq Capital Market) |
| |
|
|
|
|
| Series
A Warrants to purchase shares of Common Stock, par value $0.086 per share |
|
RELIW |
|
The
Nasdaq Stock Market
(The
Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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
7.01. Regulation FD Disclosure.
On
September 23, 2022, Reliance Global Group, Inc. (the “Company”) issued a press release regarding the Repurchase Program (as
defined below). A copy of the press release is furnished as Exhibit 99.1 to this report.
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 other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item
8.01. Other Events.
On
September 23, 2022, the Board of Directors of Reliance Global Group, Inc. (the “Company”) authorized a stock repurchase program
(the “Repurchase Program”) pursuant to which the Company intends to repurchase up to approximately 3.0 million shares of
the Company’s outstanding common stock.
The
repurchase program permits shares to be repurchased in open market or private transactions, through block trades, and pursuant to any
trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. Repurchase will not begin
until the Company is out of its quarterly blackout period.
Repurchases
will be made at management’s discretion at prices management considers to be attractive and in the best interests of both the Company
and its stockholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses
for capital, and the Company’s financial performance. Open market purchases will be conducted in accordance with the limitations
set forth in Rule 10b-18 of the Securities and Exchange Commission and other applicable legal requirements.
The
repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing
shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may
also affect the timing and amount of share repurchases. The repurchase program does not obligate the Company to purchase any particular
number of shares.
Forward-Looking
Statements
Certain
statements herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements may be identified by words such as “believes,” “will,” “expects,” “project,”
“may,” “could,” “developments,” “strategic,” “launching,” “opportunities,”
“anticipates,” “estimates,” “intends,” “plans,” “targets” and similar expressions.
These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant
risks and uncertainties. Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous
factors. Factors that could cause such differences to exist include, but are not limited to, general economic conditions, changes in
interest rates, regulatory considerations, and competition. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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 hereunto duly authorized.
| Dated: September 23, 2022 |
RELIANCE GLOBAL
GROUP, INC. |
| |
|
|
| |
By: |
/s/
Ezra Beyman |
| |
Name: |
Ezra Beyman |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Reliance
Global Group Announces Share Repurchase
Program of Up to 3 Million Shares
CEO
Ezra Beyman personally purchases over $400,000 of Company Stock
LAKEWOOD,
N.J., September 23, 2022 --Reliance Global Group, Inc. (Nasdaq: RELI; RELIW) (“Reliance”, “we”
or the “Company”), which combines artificial intelligence (AI) and cloud-based technologies with the personalized experience
of a traditional insurance agency, today announced that its Board of Directors (the “Board”) authorized a share repurchase
program under which the Company may repurchase up to 3.0 million shares of its outstanding common stock, which will become effective
three business days after the date the Company issues its quarterly earnings release for the three months ended September 30, 2022 (the
“Commencement Date”), which the Company currently anticipates issuing on or about November 14, 2022.
Following
the Commencement Date, and for a period of six months thereafter, repurchases may be made through open market transactions (based on
prevailing market prices), privately negotiated transactions, block trades, or any combination thereof, in accordance with applicable
federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The number of shares to be repurchased
and the timing of the repurchases, if any, will depend on a number of factors, including, but not limited to, price, trading volume and
general market conditions, along with the Company’s working capital requirements and general business conditions. The Board of
Directors of the Company will re-evaluate the program from time to time, and may authorize adjustments to its terms. The Company expects
to utilize its existing funds to fund repurchases under the repurchase program.
Ezra
Beyman, CEO of Reliance Global Group, commented, “We are pleased to announce this share repurchase program, which we expect will
help drive value for shareholders by reducing the outstanding shares. We believe the Company is in a stronger position than at any time
in our history, but do not believe this is reflected in the share price given the current market conditions. As further illustration
of my confidence, I have personally purchased over $400,000 of stock in the open market within the past weeks. We could not be more encouraged
by the outlook for the business and look forward to providing further updates on RELI Exchange and other significant initiatives underway.”
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 is focused on both organic expansion, including 5minuteinsure.com and RELI
Exchange, 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. In some
cases, forward-looking statements can be identified by terminology such as “may,” “should,” “potential,”
“continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,”
“estimates,” and similar expressions and include statements such as driving value for shareholders by reducing the outstanding
shares, the Company being in a stronger position than at any time in its history, the Company’s position not being reflected in
its share price and providing further updates on RELI Exchange and other significant initiatives underway. 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 and risk as and uncertainties related to: the Company’s
ability to implement its share repurchase program as planned, the Company’s ability to generate revenue and grow the RELI Exchange,
the Company’s ability to maintain its NASDAQ listing and the other factors described in the Company’s Annual Report on Form
10-K for the year ended December 31, 2021 and its subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q
and 8-K. The information in this release is provided only as of the date of this release, and the Company undertakes no obligation to
update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the
date on which the statements are made or to reflect the occurrence of unanticipated events, except as required by law.
Contact:
Crescendo
Communications, LLC
Tel: +1 (212) 671-1020
Email: RELI@crescendo-ir.com