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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 24, 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 $0.86 per share |
|
RELI |
|
The
NASDAQ Capital Market |
| Series
A Warrants to purchase shares of Common Stock, par value $0.86 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
June 24, 2025, Reliance Global Group, Inc. (the “Company”) entered into an amendment (the “Credit Agreement Amendment”)
to its Revolving Credit Facility Agreement dated March 5, 2025, with YES Americana Group, LLC (the “Lender”). The Credit
Agreement Amendment increases the loan commitment under the facility to $2,000,000 from $600,000.
In
connection with the Credit Agreement Amendment, the Company also entered into an amendment (the “Note Amendment”) to its
Revolving Note dated March 5, 2025, in favor of the Lender. The Note Amendment reflects the revised loan commitment and provides that
the principal amount payable under the Note will be the greater of $1,075,064 or the aggregate principal amount of all loans outstanding
under the Revolving Credit Facility Agreement, as amended.
The
foregoing descriptions of the Credit Agreement Amendment and the Note Amendment do not purport to be complete and are qualified in their
entirety by reference to the full text of each of the Credit Agreement Amendment and Note Amendment, a copy of each of which is attached
hereto as Exhibits 10.1 and 10.2, respectively.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
Number |
|
Description |
| 10.1 |
|
Amendment, dated June 24, 2025, to the Revolving Credit Facility Agreement between the Company and YES Americana Group, LLC, dated March 5, 2025. |
| 10.2 |
|
Amendment, dated June 24, 2025, to the Revolving Note between the Company and YES Americana Group, LLC, dated March 5, 2025. |
| 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 24, 2025 |
By: |
/s/
Ezra Beyman |
| |
|
Ezra
Beyman |
| |
|
Chief
Executive Officer |