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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 2, 2026
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
No.) |
300
Blvd. of the Americas, Suite 105, Lakewood, NJ 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
1.01 Entry into a Material Definitive Agreement.
On
September 2, 2026, Reliance Global Group, Inc. (the “Company”), its wholly owned subsidiary Southwestern Montana Insurance
Center, LLC, a Montana limited liability company (“SMI”), and Scali, LLC, an Arizona limited liability company, dba Scali
Insurance Group (the “Buyer”), entered into a Purchase and Contribution Agreement, dated to be effective as of September
1, 2026 (the “Purchase Agreement”), pursuant to which, structured as a combination equity purchase and asset purchase, (i)
the Company agreed to sell to the Buyer 100% of the issued and outstanding membership interests of SMI (the “Equity Interests”)
and (ii) SMI agreed to sell to the Buyer an undivided 100% interest in SMI’s book of insurance business and SMI’s other tangible
and intangible business assets, in each case free and clear of all liens and encumbrances (collectively, the “Transaction”).
Following the closing of the Transaction (the “Closing”), SMI will continue as a wholly owned subsidiary of the Buyer.
The
aggregate consideration payable by the Buyer under the Purchase Agreement is $2,625,000 in cash, based on a multiple of 8.75 times pro
forma EBITDA of $300,000, payable in full at the Closing, plus additional contingent consideration, if any, equal to the product of (a)
8.75, multiplied by (b) the amount, if any, by which EBITDA attributable to the acquired business for the twelve-month period beginning
September 1, 2026 and ending August 31, 2027 exceeds $300,000 (the “Additional Consideration”). The Additional Consideration
is not subject to any cap and, if payable, is due within 90 days following the first anniversary of the Closing. The Company’s
right to receive the Additional Consideration is subordinated pursuant to a Subordination Letter Agreement entered into in connection
with the Purchase Agreement.
Under
the Purchase Agreement, the Closing is deemed effective as of 12:01 a.m. Mountain Time on September 1, 2026 for accounting purposes;
provided that executed closing instruments are held in escrow by the parties’ respective counsel and the Closing is deemed to occur
only upon the Buyer’s payment of the cash purchase price in full, which payment must be made no later than September 11, 2026,
failing which the escrowed instruments will be returned and the seller parties may terminate the Purchase Agreement.
The
Purchase Agreement contains customary representations, warranties, covenants, and indemnification provisions, as well as confidentiality,
non-piracy, non-competition, and non-solicitation covenants of the Company and its affiliates, including a covenant not to compete with
the acquired business within the State of Montana and within a five-mile radius of SMI’s office for the period prescribed in the
Purchase Agreement. As conditions precedent to the Closing, each of Julie Blockey and Jessica Blockey, SMI’s managing directors,
entered into a Managing Director Agreement with the Buyer or its subsidiary. There is no material relationship between the Company or
its affiliates and the Buyer, other than in respect of the Purchase Agreement and the transactions contemplated thereby.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of
the Exchange Act, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements
regarding the anticipated benefits of the Transaction, the amount and payment of the Additional Consideration, the future performance
of the divested business, and the Company’s expected use of proceeds, strategy, and prospects, and can generally be identified
by words such as “anticipate,” “believe,” “expect,” “estimate,” “intend,”
“may,” “plan,” “will,” and similar expressions.
Forward-looking
statements are based on management’s current expectations and assumptions, which may not prove to be accurate, and actual results
may differ materially from those expressed or implied by such statements.
Important
factors that could cause actual results to differ materially include, among others, the risk that the anticipated benefits of the Transaction
are not realized, the risk that the Additional Consideration is not earned or paid, and the other risks and uncertainties described in
the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year
ended December 31, 2025 and its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Readers
are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes
no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise,
except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 2.1* |
|
Purchase and Contribution Agreement, dated to be effective as of September 1, 2026, by and among Southwestern Montana Insurance Center, LLC, Reliance Global Group, Inc., and Scali, LLC, dba Scali Insurance Group. |
| 104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). |
*
Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish
supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
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. |
| |
|
|
| Date:
September 9, 2026 |
By: |
/s/
Ezra Beyman |
| |
|
Ezra
Beyman |
| |
|
Chief
Executive Officer |
