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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): January 15, 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 |
|
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
January 15, 2026, Reliance Global Group, Inc. (the “Company”) entered into a secured convertible promissory note (the “Note”)
with Enquantum Ltd. (“Enquantum”) pursuant to which the Company advanced to Enquantum $166,000 (the “Principal Amount”).
The Note bears interest at 1% per annum, with default interest at the greater of 10% per annum or the maximum allowable under applicable
usury laws of the State of Florida.
The
Note provides that, if the parties execute definitive agreements for a contemplated strategic transaction within 30 calendar days from
the date of the Note, then the indebtedness under the Note will be satisfied solely by a credit (setoff) against certain milestone-related
payments that would otherwise be payable by the Company in connection with such contemplated transaction, such that 50% of the indebtedness
is credited against the first such payment and the remaining 50% is credited against the second such payment. If definitive agreements
are not executed within such 30-day period (unless extended by mutual written consent), then the indebtedness becomes payable in cash
within 60 days from the end of the exclusivity period (as defined in the Note).
As
security for the obligations under the Note, Enquantum granted the Company a first-ranking floating charge over substantially all of
Enquantum’s present and future assets (including intellectual property), subject to specified permitted liens, and agreed to certain
negative pledge and restriction on disposals provisions. The Note contains customary representations, covenants, and events of default,
and provides for the Company’s reimbursement of reasonable attorneys’ fees and costs associated with enforcement.
The
Note was issued in connection with a non-binding term sheet between the Company and Enquantum regarding a potential strategic transaction.
The term sheet reflects certain preliminary terms under discussion, and any transaction remains subject to, among other things, negotiation
and execution of definitive agreements and satisfaction of customary closing conditions. There can be no assurance that the parties will
enter into definitive agreements or consummate any transaction.
The
foregoing summary is qualified in its entirety by reference to the Note, which is filed as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Promissory Note, entered into between the Company and Enquantum Ltd. Dated January 15, 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:
January 21, 2026 |
By: |
/s/
Ezra Beyman |
| |
|
Ezra
Beyman |
| |
|
Chief
Executive Officer |
