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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, 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
1.01 Entry into a Material Definitive Agreement.
On
September 23, 2026, Altruis Benefit Consultants, Inc., a Michigan corporation (“Altruis”) and a wholly owned subsidiary of
Reliance Global Group, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”)
with Altruis Benefit Management, LLC, a Delaware limited liability company (the “Buyer”), pursuant to which Altruis sold
to the Buyer substantially all of the assets of its employee benefits insurance agency business, free and clear of all liens and encumbrances,
and the Buyer assumed certain specified liabilities (the “Transaction”). The Company joined in the Purchase Agreement solely
for purposes of its confidentiality and non-solicitation covenants. The signing of the Purchase Agreement and the closing of the Transaction
(the “Closing”) occurred simultaneously on September 23, 2026.
The
purchase price under the Purchase Agreement is $8,000,000, subject to a customary post-closing working capital adjustment, of which $4,440,782.60
was paid to Altruis in cash, $3,097,488.40 was paid by delivery of a secured promissory note of the Buyer and its sole member, Trent
D. Bryson, maturing September 30, 2026 (the “Note”), $300,000 was withheld by the Buyer as an indemnity holdback and $161,729
was withheld as a working capital holdback. The Note was delivered pursuant to a Closing Funding Letter Agreement, dated as of September
24, 2026, among Altruis, the Company and the Buyer (the “Letter Agreement”), which amended the Purchase Agreement. The indemnity
holdback is to be released twelve months after the Closing, less any properly asserted claims, or earlier if the Buyer binds a representations
and warranties insurance policy, in which case Altruis will bear one half of the premium, up to $37,500, from the holdback. The working
capital holdback secures a customary post-closing working capital adjustment against an agreed target and is to be released, less any
shortfall, when that adjustment is finally determined. In addition, Altruis is entitled to contingent earnout payments of up to $1,000,000
in the aggregate over three consecutive twelve-month measurement periods following the Closing, based on annual revenue growth of the
acquired business of 10%, 15% or 20% or more relative to the twelve-month period ended June 30, 2026, determined from aggregate carrier
commission statements. The earnout payments are subordinated to the Buyer’s senior secured indebtedness.
Altruis
retained specified excluded liabilities, including all obligations under its equity based compensation program for independent producers,
and producer and agent commission, override, bonus and incentive compensation to the extent attributable to commissions received by Altruis
on or prior to the Closing. The Purchase Agreement contains customary representations, warranties, covenants and indemnification provisions,
subject to agreed survival periods, deductibles and caps, as well as confidentiality covenants and five-year non-solicitation covenants
of Altruis and its affiliates with respect to the clients, customers, producers and employees of the acquired business. The Purchase
Agreement does not restrict the Company or its affiliates from otherwise continuing to operate, acquire or invest in insurance and benefits
related businesses. In connection with the Closing, the parties entered into a transition services agreement pursuant to which Altruis
will continue to employ the six employees of the acquired business, and make their services available to the Buyer, through October 31,
2026, on a cost reimbursement basis, following which those employees are expected to transfer to the Buyer. The parties also entered
into other customary ancillary documents. There is no material relationship between the Company or its affiliates and the Buyer, other
than in respect of the Purchase Agreement, the Letter Agreement, the Note and the transactions contemplated thereby.
The
foregoing descriptions of the Purchase Agreement, the Letter Agreement and the Note do not purport to be complete and are qualified in
their entirety by reference to the full text of the Purchase Agreement, the Letter Agreement and the Note, copies of which are attached
hereto as Exhibits 2.1, 2.2 and 10.1, respectively, and incorporated herein by reference.
Item
1.02 Termination of a Material Definitive Agreement.
On
September 24, 2026, in connection with the Closing, the secured commercial credit facilities extended by Oak Street Funding LLC (“Oak
Street”) to Reli Exchange, LLC, a wholly owned subsidiary of the Company, under the Master Credit Agreement dated as of April 26,
2022 (the “Master Credit Agreement”), under which Altruis was a credit party, were repaid in full, in the aggregate amount
of $2,176,164, from the cash proceeds of the Transaction, and all related liens and UCC financing statements were released. Oak Street
waived the prepayment premium otherwise payable under the Master Credit Agreement, and the Company did not incur any early termination
penalty. The Master Credit Agreement was previously reported on the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2022. [NTD (MZ): Confirm against EDGAR the filing in which the Master Credit Agreement (and any amendment) was most recently
filed or described and conform this cross-reference.]
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. The Closing occurred
on September 23, 2026, simultaneously with the execution and delivery of the Purchase Agreement.
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 payment of the Note, the amount and payment of the earnout payments and any
post-closing adjustment, 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 Note
is not paid when due, the risk that the earnout payments are 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* |
|
Asset Purchase Agreement, dated as of September 23, 2026, by and among Altruis Benefit Consultants, Inc., Altruis Benefit Management, LLC and, solely for the purposes set forth therein, Reliance Global Group, Inc. |
| 2.2 |
|
Closing Funding Letter Agreement, dated as of September 24, 2026, among Altruis Benefit Consultants, Inc., Altruis Benefit Management, LLC and Reliance Global Group, Inc. |
| 10.1† |
|
Secured Promissory Note, dated September 24, 2026, made by Altruis Benefit Management, LLC and Trent D. Bryson in favor of Altruis Benefit Consultants, Inc. |
| 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.
†
Certain personally identifiable information has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
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 29, 2026 |
By: |
/s/ Ezra Beyman |
| |
|
Ezra Beyman |
| |
|
Chief Executive Officer |
