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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 reported): December 12, 2025
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
Number) |
300
Blvd. of the Americas, Suite 105, Lakewood, NJ 08701
(Address
of principal executive offices)
(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 (see General Instruction A.2.)
| ☐ | 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 CF$ 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, $0.086 par value 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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
December 12, 2025, Reliance Global Group, Inc. (the “Company”) received a written notice (the “Bid Price Notice”)
from the Listing Qualifications department (the “Nasdaq Staff”) of The Nasdaq Stock Market (“Nasdaq”) indicating
that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum
Bid Price Requirement”) for continued listing on the Nasdaq Capital Market. The notification of noncompliance had no immediate
effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market under the symbol “RELI,”
and the Company is currently monitoring the closing bid price of its common stock and evaluating its alternatives, if appropriate, to
resolve the deficiency and regain compliance with this rule.
The
Nasdaq rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price for the
last 30 consecutive business days as of December 12, 2025, the Company no longer met this requirement. The Bid Price Notice indicated
that the Company has been provided 180 calendar days, or until June 10, 2026, in which to regain compliance. If at any time during this
period the closing bid price of the Company’s common stock is at least $1.00 per share for a minimum of ten consecutive business
days, the Nasdaq Staff will provide the Company with a written confirmation of compliance and the matter will be closed.
Alternatively,
if the Company fails to regain compliance with Rule 5550(a)(2) prior to the expiration of the 180 calendar day period, but meets the
continued listing requirement for market value of publicly held shares and all of the other applicable standards for initial listing
on The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provides written notice of its intention to
cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary, then the Company may be granted
an additional 180 calendar days to regain compliance with Rule 5550(a)(2).
There
can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement, even if it maintains compliance
with the other listing requirements. The Company is considering actions that it may take in response to the Bid Price Notice in order
to regain compliance with the continued listing requirements, but no decisions regarding a response have been made at this time.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 104 |
|
Cover Page Interactive Data
File |
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: December 18, 2025 |
|
By: |
/s/ Ezra Beyman |
|
|
|
Ezra Beyman |
| |
|
|
Chief Executive Officer |
