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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

 

Date of Report (Date of earliest reported): February 16, 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 Number)

 

300 Blvd. of the Americas, Suite 105, Lakewood, NJ 08701

(Address of principal executive offices)

 

(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 (see General Instruction A.2.)

 

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 CF$ 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 par value per share   RELI  

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

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

The Nasdaq Stock Market LLC

(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 (§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. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 7, 2023, the Board of Directors (the “Board”) of Reliance Global Group, Inc., a Florida corporation (the “Company”) approved (i) a reverse stock split of the Company’s issued and outstanding common stock, par value $0.086 per share, on a one (1) for fifteen (15) basis (the “Reverse Stock Split”) and (ii) a decrease of the Company’s authorized number of shares of common stock on the same basis from 2,000,000,000 shares of common stock to 133,333,333 shares of common stock (the “Decrease in Authorized Securities” and the Reverse Stock Split and Decrease in Authorized Securities is referred to together herein as the “Corporate Actions”).

 

The Company filed an Articles of Amendment (the “Amendment”) with the Secretary of State of the State of Florida on February 16, 2023 to effectuate the Corporate Actions.

 

The Corporate Actions are expected to be effective with the NASDAQ Capital Market (“NASDAQ”) at the open of business on February 23, 2023. The Corporate Actions will be effective with the State of Florida on February 22, 2023. The par value and other terms of Company’s common stock were not affected by the Corporate Actions. The Company’s post-Corporate Actions common stock new CUSIP number will be 75946W306.

 

A copy of the Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated by reference herein.

 

Item 7.01. Regulation FD Disclosure.

 

The Company issued a press release (the “Press Release”) on February 22, 2023 regarding the Corporate Actions. The information included in the Press Release shall not be deemed to be “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 such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
3.1   Articles of Amendment
99.1   Press Release
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: February 22, 2023 By: /s/ Ezra Beyman
    Ezra Beyman
    Chief Executive Officer

 

 

 

Exhibit 3.1

 

ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION

OF

Reliance Global Group, Inc.

 

Pursuant to Section 607.1006 of the Florida Business Corporation Act (the “FBCA”), Reliance Global Group, Inc., a Florida corporation (the “Corporation”), hereby amends (“Articles of Amendment”) its articles of incorporation, as amended (the “Articles of Incorporation”), as follows:

 

  1. Upon the effectiveness of these Articles of Amendment pursuant to the FBCA (the “Effective Time”), each share of the Corporation’s common stock, par value $0.086 per share (the “Common Stock”), shall automatically and without any action on the part of the holder thereof be combined and reclassified such that each fifteen (15) shares of the Common Stock issued and outstanding as of the Effective Time (collectively, the “Pre-Split Common Stock”) shall become one (1) share of Common Stock (i.e., a one-for-fifteen reverse split), with any resulting fractional shares of Common Stock being rounded up to the nearest whole share of Common Stock (the “Reverse Split”). Each certificate that immediately prior to the Effective Time represented shares of Pre-Split Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined and reclassified as a result of the Reverse Split. The number of authorized shares of Common Stock, and the par value per share of Common Stock, shall not be affected by the Reverse Split.
     
  2. Upon the Effective Time, Article 4, Section 1 of the Articles of Incorporation of the Corporation is amended and restated in its entirety to provide as follows:

 

Section 1. Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is a total eight hundred and eighty three million, three hundred and thirty three thousand, three hundred and thirty three (883,333,333) 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. The total number of shares of Common Stock that the Corporation shall have authority to issue is one hundred and thirty three million, three hundred and thirty three thousand, three hundred and thirty three (133,333,333) shares. 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 voting powers, designations preferences, limitations, restrictions, and relative participating, optional and other rights of the Preferred Stock and the qualifications, limitations, or restrictions relating thereto shall hereinafter be prescribed by resolution or the Board of Directors pursuant to Section 3 of this Article IV.

 

  3. These Articles of Amendment shall become effective as of February 22, 2023 at 5 p.m.
     
  4. These Articles of Amendment were duly adopted in accordance with Section 607.1001 and Section 607.10025 of the FBCA. The Board of Directors of the Corporation duly adopted resolutions setting forth and approving these Articles of Amendment. Pursuant to the provisions of Section 607.10025 of the FBCA, the approval of the shareholders of the Corporation was not required.

 

 

 

 

IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment to the Articles of Incorporation as of February 16, 2023.

 

  Reliance Global Group, Inc.
     
  By: /s/ Ezra Beyman
  Name: Ezra Beyman
  Title: Chief Executive Officer

 

2

 

Exhibit 99.1

 

 

Reliance Global Group Announces 1-for-15 Reverse Stock Split

 

LAKEWOOD, N.J., February 22, 2023 — 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 on February 7, 2023 the Company’s Board of Directors approved a 1-for-15 reverse stock split (the “Reverse Stock Split”) of the Company’s common stock (the “Common Stock”) in order to regain compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market (Rule 5550(a)(2)). The Company was not required to obtain shareholder approval to effectuate the Reverse Stock Split. On February 22, 2023, the Company filed articles of amendment to the Company’s articles of incorporation, as amended, with the Secretary of State of the State of Florida to effect the Reverse Stock Split as of 5:00 p.m. Eastern Time on that date. On February 23, 2023, the Common Stock will begin trading on the Nasdaq Capital Market (“Nasdaq”) on a split-adjusted basis at the start of trading on February 23, 2023, under the symbol “RELI” and under a new CUSIP number, 75946W306.

 

Ezra Beyman, CEO of Reliance Global Group, commented, “Maintaining our Nasdaq listing is of utmost importance, as it offers credibility, visibility and a platform to support our growth objectives. We believe having a higher price will also help make our stock more attractive to institutional investors and brokers, who may previously have been restricted in their ability to invest or recommend our stock due to the share price. In addition, by reducing the number of shares available in the public float, we aim to combat unethical and illegal trades, such as naked short selling.”

 

“Despite the tough overall market conditions, especially in the small-cap sector, we remain fully committed to maximizing shareholder value and are extremely optimistic about the future of our business. We are highly encouraged by the rapid growth of the number of independent agents joining our business-to-business InsurTech platform, RELI Exchange, from 65 to 176 independent agents, representing a growth rate of 170%, since May 2022. Our commitment to executing on our business plan has not wavered, and we believe the outlook for the business is extremely bright.”

 

Upon implementation of the Reverse Stock Split, every 15 shares of the Company’s issued and outstanding Common Stock will automatically convert into one share of Common Stock without any change to the par value of $0.086 per share and the amount of Common Stock outstanding will be reduced from approximately 20 million shares to approximately 1.3 million shares. Following the Reverse Stock Split, the ownership percentage of each shareholder will remain unchanged. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise of the Company’s outstanding stock options and warrants, and other incentive awards, as well as the applicable exercise price.

 

 

 

 

Information to Stockholders

 

VStock Transfer, LLC, the Company transfer agent, will send instructions to stockholders of record who hold stock certificates regarding the exchange of certificates for Common Stock. Stockholders who hold their shares of Common Stock in book-entry form or in brokerage accounts or “street name” are not required to take any action to effect the exchange of their shares of Common Stock following the Reverse Stock Split. VStock Transfer, LLC may be reached for questions at (212) 828-8436.

 

About Reliance Global Group, Inc.

 

Reliance Global Group, Inc. (NASDAQ: RELI, RELIW) an InsurTech pioneer, is working to transform the traditional insurance agency model by combining artificial intelligence (AI) with the personalized experience of a traditional insurance agency model. Reliance Global Group’s growth strategy includes the organic expansion of its current portfolio of agencies owned in addition to the growth of 5MinuteInsure.com, its online business-to-consumer platform that utilizes artificial intelligence and data mining, to provide competitive insurance quotes within 5 minutes, and RELI Exchange, its B2B InsurTech platform and agency partner network for insurance agents and agencies, designed to give independent agents an entire suite of business development tools and the ability to effectively compete with national 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 the Company having built a best-in-class InsurTech platform, making RELI Exchange an even more compelling value proposition and further accelerating growth of the platform, rolling out several other services in the near future to RELI Exchange agency partners, building RELI Exchange into the largest agency partner network in the U.S., the Company moving in the right direction and the Company’s highly scalable business model driving significant shareholder value. 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 generate the revenue anticipated and the ability to build the RELI Exchange into the largest agency partner network in the U.S., and the other factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, the Company’s Quarterly Reports on Form 10-Q, the Company’s recent Current Reports on Form 8-K and subsequent filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

 

Contact:

 

Crescendo Communications, LLC

Tel: +1 (212) 671-1020

Email: RELI@crescendo-ir.com