As filed with the Securities and Exchange Commission on October 7, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RELIANCE GLOBAL GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida | 46-3390293 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
300 Blvd. of the Americas, Suite 105
Lakewood, New Jersey 08701
(732) 380-4600
(Address, including ZIP code, and telephone number, including
area code, of registrant’s principal executive office)
RELIANCE GLOBAL GROUP, INC. 2019 Equity Incentive Plan
(Full title of the Plans)
Mr. Ezra Beyman
Chief Executive Officer
300 Blvd. of the Americas, Suite 105
Lakewood, New Jersey 08701
(732) 380-4600
(Name, address and telephone number of agent of services)
with copies to:
Leslie Marlow, Esq.
Hank Gracin, Esq
Patrick J. Egan, Esq.
Blank Rome LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 885-5000
(Name, address and telephone number)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
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. ☐
EXPLANATORY NOTE
Reliance Global Group, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), 700,000 shares of common stock, par value $0.086 per share (the “Common Stock”), to be offered and sold under the Registrant’s 2019 Equity Incentive Plan (hereinafter referred to as the “Plan”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
*The information specified in Item 1 and Item 2 of Part I of this Registration Statement on Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan as required by Rule 428. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Securities and Exchange Commission (the “Commission”) allows us to “incorporate by reference” the information we file with it which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the Commission will automatically update and supersede this information. The Commission file number for the documents incorporated by reference in this prospectus is 001-40020. We incorporate by reference the documents listed below and any future filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), between the date of this prospectus and the termination of the offering:
● | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Commission on March 31, 2022; | |
● | Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, filed with the Commission on May 16, 2022; | |
● | Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2022, filed with the Commission on August 15, 2022; | |
● | Our Current Reports on Form 8-K and Form 8-K/A, filed with the Commission on January 6, 2022, January 14, 2022, February 4, 2022, March 17, 2022, March 24, 2022, March 25, 2022, May 2, 2022, May 19, 2022, May 31, 2022 and September 26, 2022 (other than as indicated therein) and September 29, 2022; and | |
● | The description of our common stock set forth in our registration statement on Form 8-A, filed with the Commission on February 8, 2021, including any amendments thereto or reports filed for the purposes of updating this description. |
All other reports and documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) shall be deemed to be incorporated by reference in this Registration Statement and to be a part of this Registration Statement from the respective date of filing of each of those reports or documents until the filing of a post-effective amendment to this Registration Statement which indicates either that all securities offered by this Registration Statement have been sold or which deregisters all of the securities under this Registration Statement then remaining unsold.
Any statement contained in this Registration Statement or in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Florida Business Corporation Act (the “FBCA”) provides that a corporation may indemnify any person who was or is a party to any proceeding by reason of the fact that he or she is or was a director, officer, employee or agent of a Florida corporation and so long as such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that such conduct was unlawful.
Our Bylaws and Articles of Incorporation provide that we shall have the power to indemnify any director, officer, employee, or agent of the corporation as provided in, and to the extent contemplated by, Section 607.0850 of the FBCA.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
* | Filed herewith |
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
ii. To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;
iii. To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.
4. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
5. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lakewood, State of New Jersey, on the 7th day of October, 2022.
RELIANCE GLOBAL GROUP, INC. | ||
|
By: | /s/ Ezra Beyman |
Ezra Beyman | ||
Chief Executive Officer and Chairman of the Board |
POWERS OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and appoints Ezra Beyman and William Lebovics, and each acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Exhibit 5.1
1271 Avenue of the Americas |New York, NY 10020
blankrome.com
October 7, 2022
The Board of Directors
Reliance Global Group, Inc.
300 Blvd. of the Americas, Suite 105
Lakewood, New Jersey 08701
Re: | Reliance Global Group, Inc.—Registration Statement on Form S-8 |
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the “Registration Statement”) filed on the date hereof by Reliance Global Group, Inc., a Florida corporation (the “Company”), with the Securities and Exchange Commission with respect to the registration of up to an aggregate of 700,000 shares of the Company’s common stock, par value $0.086 per share (the “Shares”), to be issued in connection with the Company’s 2019 Equity Incentive Plan (collectively, the “2019 Equity Incentive Plan”).
We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed relevant or appropriate for purposes of this opinion letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies. We have also assumed that all of the shares eligible for issuance under the Plan following the date hereof will be issued for not less than par value.
Based upon, and subject to, the foregoing, it is our opinion that the 700,000 Shares, when sold and issued in accordance with the provisions of the 2019 Equity Incentive Plan and the Registration Statement and the related prospectus, will be validly issued, fully paid and non-assessable.
The opinions in this opinion letter are qualified in their entirety and subject to the following:
1. | We express no opinion as to the laws of any jurisdiction other than the laws of the State of Florida. | |
2. | This opinion is given as of the date hereof and is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We assume herein no obligation, and hereby disclaim any obligation, to make any inquiry after the date hereof or to advise you of any future changes in the foregoing or of any facts or circumstances that may hereafter come to our attention. |
We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.
Very truly yours, | |
/s/ BLANK ROME | |
BLANK ROME LLP |
Blank Rome LLP | blankrome.com
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (filed on or about October 7, 2022) pertaining to the Reliance Global Group, Inc. 2019 Equity Incentive Plan of our reports dated March 31, 2022 on (i) the consolidated financial statements of Reliance Global Group, Inc as of December 31, 2021 and 2020 and for each of the two years in the two-year period ended December 31, 2021 and 2020, all of which appear in the Annual Report on Form 10-K of Reliance Global Group, Inc. for the year ended December 31, 2021.
/s/ Mazars USA LLP
Mazars USA LLP
Fort Washington, Pennsylvania
October 7, 2022
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Reliance Global Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table1 – Newly Registered Securities
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1)(2) | Proposed Maximum Offering Price per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||
Equity | Common stock, par value $0.086 per share | Rule 457(c) and Rule 457(h)(3) | 470,167 | (4) | $ | 0.80 | (3) | $ | 376,134 | $ 110.20 per $1,000,000 | $ | 41.45 | ||||||||||||
Equity | Common stock, par value $0.086 per share | Rule 457(h)(5) | 229,833 | (6) | $ | 15.50 | (5) | $ | 3,562,412 | $ 110.20 per $1,000,000 | $ | 392.58 | ||||||||||||
Total Offering Amounts | 700,000 | $ | 3,938,526 | $110.20 per $1,000,000 | $ | 434.03 | ||||||||||||||||||
Total Fee Offsets(7) | — | |||||||||||||||||||||||
Net Fee Due | $ | 434.03 |
(1)
|
The securities to be registered include options and other rights to acquire the common stock of Reliance Global Group, Inc. (the “Registrant”) issuable pursuant to the Registrant’s 2019 Equity Incentive Plan (the “Plan”). |
(2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction. |
(3) | Calculated pursuant to Rule 457(c) and 457(h) of the Securities Act solely for purposes of calculating the registration fee. The price for these shares is based upon the average of the high and low sale prices of the Registrant’s common stock reported on the Nasdaq Capital Market on October 3, 2022. |
(4) | Represents 470,167 shares of common stock available for future grants under the Plan. |
(5) | Calculated pursuant to Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The price for these shares is the weighted average exercise price of outstanding option awards previously granted under the Plan. |
(6) | Represents 229,833 shares of common stock subject to outstanding option awards under the Plan. |
(7) | The Registrant does not have any fee offsets to claim. |