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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): June 2, 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 disclosed, on December 12, 2025, Reliance Global Group, Inc. (the “Company”) received written notice from the
Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, for the prior 30 consecutive
business days, the closing bid price of the Company’s common stock had been below the $1.00 per share minimum bid price required
for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).
On
June 2, 2026, Reliance Global Group, Inc. (the “Company”) received written notice from Nasdaq informing the Company that,
for the 10 consecutive business days from May 18, 2026 through June 1, 2026, the closing bid price of the Company’s common stock
had been at or above $1.00 per share. Accordingly, the Company has regained compliance with the $1.00 per share minimum bid price required
for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) and Nasdaq has advised the Company that this
matter is now closed.
On
June 3, 2026, the Company issued a press release announcing that it had regained compliance with the minimum bid price requirement. A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 8.01 with respect to the press release furnished as Exhibit 99.1, including the press release itself, shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 expressly set forth by specific reference in such a filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated June 3, 2026 |
| 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:
June 3, 2026 |
By: |
/s/
Ezra Beyman |
| |
|
Ezra
Beyman |
| |
|
Chief
Executive Officer |
Exhibit 99.1

Reliance
Global Group Regains Compliance with Nasdaq Continued Listing Requirements
LAKEWOOD,
N.J., June 3, 2026 — Reliance Global Group, Inc. (Nasdaq: EZRA) (“we,” “us,” “our,” the
“Company” or “Reliance”) today announced that it received formal notice from the Listing Qualifications Department
of The Nasdaq Stock Market LLC informing the Company that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), the minimum
bid price requirement for continued listing on Nasdaq.
As
previously disclosed, on December 12, 2025, the Company was notified by Nasdaq that its common stock had failed to maintain a minimum
bid price of $1.00 per share for 30 consecutive business days. Nasdaq has now determined that the closing bid price of the Company’s
common stock was at or above $1.00 per share for 10 consecutive business days from May 18, 2026, through June 1, 2026. Accordingly, the
Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), and the matter has been closed.
Ezra
Beyman, Chairman and Chief Executive Officer of Reliance Global Group, commented, “Regaining compliance reflects the progress we
have made in executing our strategic initiatives and reinforces our commitment to maintaining the standards expected of a Nasdaq-listed
company. We remain focused on executing our growth strategy as we expand our Insurtech footprint, as well as advancing the development
of EZRA International Group, leveraging our technology-driven platform, and creating sustainable long-term value for our shareholders.
We are committed to driving innovation across our businesses and pursuing opportunities that enhance our competitive position and support
future growth.”
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 and brokerage industry. The Company’s business-to-business InsurTech platform,
RELI Exchange, provides independent insurance agencies with a full suite of business development tools, enabling them to compete effectively
with large-scale national insurance agencies while reducing back-office costs and burden. The Company’s business-to-consumer platform,
5minuteinsure.com, uses 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 brick-and-mortar insurance
agencies, which are leaders and pioneers in their respective regions throughout the United States and offer 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 and life sciences companies. EZRA International
Group is designed to complement Reliance’s core insurance business by expanding market reach and supporting long-term shareholder
value creation through disciplined capital allocation and active ownership.
Further
information about the Company can be found at https://www.relianceglobalgroup.com.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section
21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These statements can
be identified by the use of forward-looking terminology such as “believes,” “expects,” “anticipates,”
“focused on,” “committed to,” “designed to,” “positioned to,” “continues,”
“potential,” “opportunity,” and similar expressions, or by discussions of strategy, plans, or intentions. Forward-looking
statements in this press release include, without limitation, statements regarding: the Company’s strategic initiatives and growth
strategy; the expansion of the Company’s Insurtech footprint; the continued development of EZRA International Group and the expected
benefits thereof; the Company’s ability to leverage its technology-driven platform; and the Company’s ability to drive innovation,
enhance its competitive position, support future growth, and create sustainable long-term value for its shareholders.
These
statements are based on management’s current beliefs, assumptions, and expectations and are subject to a number of risks and uncertainties,
many of which are beyond the Company’s control. Actual results, performance, or achievements may differ materially from those expressed
or implied by any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited
to: the Company’s ability to successfully execute on its strategic initiatives and growth strategy; the Company’s ability
to integrate and develop EZRA International Group and execute its broader strategic platform investment strategy; competition in the
insurance, insurtech, and technology sectors; dependence on key technology development milestones, third-party platforms, and third-party
partners; the Company’s continued compliance with Nasdaq listing requirements; general economic, market, and capital markets conditions;
and other risks described from time to time in the Company’s filings with the Securities and Exchange Commission, including its
most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.
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 the Company’s subsequent periodic reports and other filings with
the Securities and Exchange Commission.
The
Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the date of this press
release. Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise.
Contact:
Crescendo
Communications, LLC
Tel : +1 (212) 671-1020
Email : EZRA@crescendo-ir.com