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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): May 12, 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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
May 12, 2026, Reliance Global Group, Inc. (the “Company”) filed a certificate
of amendment (the “Certificate of Amendment”) to its Articles of Restatement to the Articles of Incorporation, as amended
(the “Articles of Incorporation”), with the Florida Department of State, Division of Corporations relating to a 1-for-40
reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock as well
as the authorized number of shares of the Company’s common stock. The Reverse Stock Split is expected to become effective at
5:00 p.m. Eastern time, after the close of trading on the Nasdaq Capital Market (“Nasdaq”), on May 15, 2026 and the common
stock is expected to begin trading on Nasdaq on a Reverse Stock Split-adjusted basis on May 18, 2026 at market open.
As
a result of the Reverse Stock Split, the number of outstanding shares of common stock will be reduced from approximately 22,230,563 shares
to approximately 555,764 shares and the number of authorized shares of common stock will be decreased to 50 million. The par value and
other terms of the common stock will not be affected by the Reverse Stock Split. The Company’s post-Reverse Stock Split common
stock CUSIP number will be 75946W504.
A
copy of the Certificate of 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.
On
May 14, 2026, the Company issued a press release regarding the Reverse Stock Split. The press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference. The information contained in any website is not a part of this Current Report on Form 8-K.
In
accordance with General Instruction B.2 of Form 8-K, the information included in this Item 7.01, including Exhibit 99.1, shall not be
deemed to be “filed” for purposes of Section 18 of 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, or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed
an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy
the requirements of Regulation FD.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Articles of Amendment to the Amended and Restated Articles of Incorporation of Reliance Global Group, Inc., |
| 99.1 |
|
Press
Release of Reliance Global Group, Inc., dated May 14, 2026. |
| 104 |
|
Inline XBRL for the cover
page of this Current Report on Form 8-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. |
| |
|
| Dated:
May 14, 2026 |
By: |
/s/
Ezra Beyman |
| |
|
Ezra Beyman |
| |
|
Chief Executive Officer |
Exhibit
99.1
Reliance
Global Group Announces Reverse Stock Split
LAKEWOOD,
N.J., May 14, 2026 — Reliance Global Group, Inc. (Nasdaq: EZRA) (“Reliance”, “we” or the “Company”)
today announced that the Company’s Board of Directors approved a 1-for-40 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. The Company filed articles of amendment to the Company’s articles of restatement to the
articles of incorporation with the Florida Department of State, Division of Corporations which is expected to become effective
as of 5:00 p.m. Eastern Time on May 15, 2026. The Common Stock will begin trading on The Nasdaq Capital Market
on a reverse split-adjusted basis at the start of trading on May 18, 2026, under the symbol “EZRA” and under a new CUSIP
number, 75946W504.
Ezra
Beyman, CEO of Reliance, remarked, “Reliance is proud to be a Nasdaq listed company and we know the actions being taken are important
to our investors as they will help ensure continued compliance with Nasdaq listing rules. We are highly optimistic about our future,
remain steadfast in our commitment to our business strategy, and believe that the prospects for our Company are exceptionally promising.”
Upon
implementation of the Reverse Stock Split, every 40 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 22,230,563 shares to approximately 555,764 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: EZRA) is an InsurTech pioneer, leveraging artificial intelligence (AI) and cloud-based technologies to transform
and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI
Exchange, provides independent insurance agencies with an entire suite of business development tools, enabling them to effectively compete
with large-scale national insurance agencies while reducing back-office cost and burden. The Company’s business-to-consumer platform,
5minuteinsure.com, utilizes AI and data mining to provide competitive online insurance quotes within minutes to everyday consumers seeking
to purchase auto, home, and life insurance. In addition, the Company operates its own portfolio of select retail insurance agencies offering
a wide variety of insurance products.
In
addition to its insurance and InsurTech operations, Reliance operates EZRA International Group, its strategic growth platform focused
on identifying, acquiring, and building majority or controlling stakes in high-growth technology companies. EZRA International Group
is designed to complement Reliance’s core insurance business by expanding market reach and supporting long-term stockholder value
creation through disciplined capital allocation and active ownership.
Forward-Looking
Statements
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are generally identifiable by the use of words such as “may,” “should,” “could,”
“will,” “expect,” “anticipate,” “intend,” “believe,” “estimate,”
“seek,” “potential,” “target,” or similar expressions.
Forward-looking
statements in this press release include statements regarding the timing and effectiveness of the Reverse Stock Split and the market
effective date; the anticipated post-split trading price and the ability of the Reverse Stock Split to result in a sustained increase
in the Company’s stock price to a level at or above $1.00 per share; the belief that the Reverse Stock Split will result in compliance
with the minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2) prior to the June 10, 2026 compliance deadline; expectations
regarding post-split shares outstanding and the effect of fractional share rounding; and the ability to maintain compliance with all
applicable Nasdaq continued listing standards.
These
forward-looking statements are based on current expectations and assumptions subject to risks and uncertainties, many of which are beyond
the Company’s control, including: the risk that the Reverse Stock Split does not result in a sustained increase in the Company’s
stock price or that the stock price subsequently falls below $1.00, which could result in further Nasdaq non-compliance or delisting
proceedings; the risk that the Reverse Stock Split causes the Company to fall out of compliance with another Nasdaq listing requirement,
including minimum publicly held shares; restrictions under amended Nasdaq rules that limit the ability to effect additional reverse stock
splits within a one-year period to regain minimum bid price compliance; volatility in the Company’s common stock; and general business,
economic, and market conditions.
Actual
results may differ materially from those expressed or implied by these forward-looking statements. Additional information regarding factors
that may cause actual results to differ materially is included under the heading “Risk Factors” in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2025, and in subsequent Quarterly Reports on Form 10-Q and other filings with the
Securities and Exchange Commission. Except as required by applicable law, the Company undertakes no obligation to publicly update or
revise any forward-looking statements to reflect events or circumstances after the date of this press release.
Contact:
Crescendo
Communications, LLC
Tel:
+1 (212) 671-1020
Email:
EZRA@crescendo-ir.com
