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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): August 14, 2026
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 |
|
EZRA |
|
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
8.01. Other Events.
As
previously reported, on July 30, 2026, Reliance Global Group, Inc. (the “Company”) entered into a non-binding letter of intent
(the “LOI”) with a third-party purchaser and its affiliates or owners (the “Buyer”), pursuant to which the Company
would have sold substantially all of the operating assets of its Altruis Benefit Consulting (“Altruis”) subsidiary to the
Buyer (the “Proposed Transaction”), as described in the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on August 5, 2026 (the “Prior 8-K”).
On
August 14, 2026, the LOI, including the exclusivity, confidentiality, and expense-allocation provisions, was terminated.
On
August 27, 2026, the Company entered into a new non-binding letter of intent with a different third-party purchaser regarding the proposed
sale of substantially all of the operating assets of Altruis. The proposed transaction has progressed through preliminary due diligence and
remains subject to, among other things, the completion of additional due diligence and the negotiation and execution of definitive agreements.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995 regarding, among other things, the proposed transaction involving Altruis. These statements are subject to risks and uncertainties,
including as to agreement on consideration that may be received for or other economic terms of any transaction with respect to Altruis,
that the Company may not enter into any definitive agreement with respect to Altruis or consummate the proposed transaction on the terms
contemplated, on any particular timeline, or at all. Additional risk factors are discussed in the Company’s filings with the Securities
and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements except as required by law.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 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:
August 27, 2026 |
By: |
/s/
Ezra Beyman |
| |
|
Ezra
Beyman |
| |
|
Chief
Executive Officer |