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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): November 18, 2025
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 |
|
RELI |
|
The
NASDAQ Capital Market |
| Series
A Warrants to purchase shares of Common Stock, par value $0.086 per share |
|
RELIW |
|
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
November 18, 2025, Reliance Global Group, Inc. (the “Company”) entered into an Advisory Agreement (the “Advisory Agreement”)
with Convergence Strategy Partners, LLC, a Wyoming limited liability company (the “Advisor”). Under the Advisory Agreement,
the Advisor will provide strategic advisory services to the Company in connection with the Company’s digital asset treasury (“DAT”)
program and related digital asset, blockchain and capital markets initiatives, and will cause its president, Blake Janover, to serve
as Chairperson of the Company’s Crypto Advisory Board (the “Crypto Advisory Board” or “CAB”).
The
Advisory Agreement has a term of six (6) months, unless earlier terminated in accordance with its terms, and provides that the Advisor
is engaged as an independent contractor and not as an employee, partner, or agent of the Company. As consideration for the services,
the Company agreed to issue to the Advisor (or a designee of the Advisor) an aggregate of 450,000 shares of the Company’s common
stock, par value $0.086 per share (the “Advisory Shares”), 135,000 of which are subject to forfeiture upon certain terminations
of the Advisory Agreement, as described therein.
The
Advisory Agreement provides the Advisor with customary “piggyback” registration rights with respect to the Advisory Shares,
subject to the consent of any primary selling securityholder(s) in the relevant registration and to customary underwriter cutback and
priority provisions.
On
November 18, 2025, the Company’s Board of Directors appointed Mr. Janover to serve as Chairperson of the CAB pursuant to the Advisory
Agreement.
The
foregoing summary of the Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Advisory Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Advisory Shares is incorporated by
reference into this Item 3.02.
The
Advisory Shares are being issued to the Advisor (or its designee) in a private transaction as consideration for advisory services. The
issuance of the Advisory Shares has not been registered under the Securities Act or any state securities laws and is being made in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, No underwriters
or placement agents are being used in connection with the issuance of the Advisory Shares, and no underwriting discounts or commissions
are being paid.
Item
7.01 Regulation FD Disclosure.
On
November 19, 2025, the Company issued a press release announcing the appointment of Blake Janover as Chairperson of the Crypto Advisory
Board and providing additional information regarding his background and the Company’s DAT program and related digital asset and
blockchain strategies.
A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
into 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 Statement and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Advisory Agreement, between the Company and Convergence Strategy Partners , LLC, dated November 18, 2025. |
| 99.1 |
|
Press release, dated November 19, 2025, |
| 104.1 |
|
Cover
Page Interactive Data File - the cover page XBRL tags are embedded with 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:
November 21, 2025 |
By: |
/s/
Ezra Beyman |
| |
|
Ezra
Beyman |
| |
|
Chief
Executive Officer |
