Reliance Global Group Inc SEC Filings

Reliance Global Group has significantly expanded its credit facility through key amendments signed on June 24, 2025. The company entered into a Credit Agreement Amendment with YES Americana Group, LLC that increases the loan commitment from $600,000 to $2,000,000, representing a substantial 233% increase in available credit.

Key details of the amendments include:

• Modification of the original Revolving Credit Facility Agreement dated March 5, 2025
• Concurrent amendment to the Revolving Note establishing a minimum principal payment of $1,075,064
• Final payment will be the greater of $1,075,064 or the total outstanding loan amount

This material credit facility expansion suggests the company is positioning for growth or seeking additional operational flexibility. The amendments were executed by CEO Ezra Beyman and are documented through exhibits 10.1 and 10.2 filed with this 8-K.

Reliance Global Group, Inc. (NASDAQ: RELI/RELIW) entered into a $2.5 million private placement on 18 June 2025, as disclosed in its Form 8-K. Under a Securities Purchase Agreement with a single accredited investor, the company issued (i) 1,488,096 pre-funded warrants exercisable at $0.001 per share and (ii) 2,976,192 common-stock warrants exercisable at $1.43 per share. The combined purchase price of $1.68 per share plus accompanying warrant was described as “at-the-market.” The transaction closed on or about 20 June 2025.

Capital impact. Gross proceeds before fees were approximately $2.5 million, earmarked for working capital and general corporate purposes. If all investor warrants are exercised for cash, the company could realize an additional $4.25 million, lifting total potential proceeds to roughly $6.75 million.

Warrant mechanics. • Pre-Funded Warrants: exercisable immediately until exercised in full.
• Investor Warrants: exercisable immediately, expiring two years after the “Effective Date.”
• Beneficial-ownership cap: 4.99% (optionally 9.99%) unless increased with 61 days’ notice.

Registration & lock-ups. The company committed to file a resale registration statement within 10 calendar days and secure effectiveness within 40 days (70 if subject to full SEC review). It agreed to refrain from issuing additional equity or filing other registration statements for 30 days after effectiveness and from conducting “Variable Rate Transactions” for one year. Officers and directors executed 30-day lock-ups on share sales.

Placement-agent economics. H.C. Wainwright & Co. acted as sole placement agent, earning: (i) a 7.0% cash commission, (ii) a 1.0% management fee, (iii) $50,000 legal and $35,000 non-accountable expense reimbursements, and (iv) warrants for 104,167 shares at a $2.10 strike, mirroring investor warrant terms.

Dilution considerations. Including pre-funded, investor and placement-agent warrants, up to 4.57 million new shares could be issued, representing notable dilution depending on current shares outstanding. The cash proceeds are relatively modest, but the exercise price of the main warrants ($1.43) sits above the current sale price, potentially limiting near-term dilution from exercises.

Materiality. While the raise strengthens liquidity and imposes short-term issuance restrictions that may stabilize the share base, investors should weigh the potential dilution and the short two-year warrant term. Forward-looking statements highlight risks related to Nasdaq compliance, registration timing, and market conditions.