[8-K] Reliance Global Group, Inc. Series A Warrants Reports Material Event

Rhea-AI Filing Summary

Reliance Global Group has filed an 8-K report detailing the proposed acquisition of Spetner Associates. The filing includes comprehensive financial documentation for both companies:

• Audited consolidated financial statements of Spetner Associates for 2023-2024
• Unaudited financial statements for Q1 2025
• Pro forma consolidated financial statements showing the combined entities
• Management's Discussion & Analysis (MD&A) for both annual and quarterly periods

The company's securities are listed on NASDAQ Capital Market under two symbols: RELI (Common Stock, par value $0.86) and RELIW (Series A Warrants). The filing is accompanied by the consent of independent auditor Urish Popeck & Co., LLC and includes interactive data in XBRL format.

Positive

• Reliance Global Group is pursuing strategic growth through the proposed acquisition of Spetner Associates, Inc.
• Company has filed comprehensive pro forma financial statements, indicating thorough due diligence and transparency in the acquisition process

Negative

• Limited information about the financial terms and valuation of the Spetner Associates acquisition
• Filing contains only exhibits and financial statements without disclosing material details about the strategic rationale or expected synergies

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

March 31, 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 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The following financial statements of Spetner Associates, Inc. are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference:

	●	The audited consolidated financial statements of Spetner Associates, Inc. as of and for the years ended December 31, 2024 and 2023, and the related notes thereto.
	●	The unaudited consolidated financial statements of Spetner Associates, Inc. as of and for the three months ended March 31, 2025 and 2024, and the related notes thereto.

(b) Pro Forma Financial Information.

The following unaudited pro forma condensed consolidated financial information of Reliance Global Group, Inc., giving effect to the proposed acquisition of Spetner Associates, Inc. is filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference:

	●	Unaudited pro forma condensed consolidated balance sheet as of March 31, 2025, and unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2025.
	●	Unaudited pro forma condensed consolidated balance sheet as of December 31, 2024, and unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2024.

(d) Exhibits

Exhibit Number		Description
99.1		Audited Financial Statements of Spetner Associates, Inc. for the Years Ended December 31, 2024 and 2023 & Unaudited Financial Statements of Spetner Associates, Inc. for the Three Months Ended March 31, 2025 and 2024
99.2		Management’s Discussion and Analysis of Spetner Associates, Inc. for the Year Ended December 31, 2024 and 2023
99.3		Management’s Discussion and Analysis of Spetner Associates, Inc. for the Three Months Ended March 31, 2025 and 2024
99.4		Unaudited Pro Forma Condensed Consolidated Financial Statements of Reliance Global Group, Inc. as of and for the Three Months Ended March 31, 2025
99.5		Unaudited Pro Forma Condensed Consolidated Financial Statements of Reliance Global Group, Inc. as of and for the Year Ended December 31, 2024
23.1		Consent of Urish Popeck & Co., LLC
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

FAQ

What acquisition did RELIW (Reliance Global Group) announce in their June 24, 2025 8-K filing?

The 8-K filing reveals Reliance Global Group's proposed acquisition of Spetner Associates, Inc. The filing includes audited and unaudited financial statements of Spetner Associates along with pro forma financial information reflecting the proposed acquisition's impact on Reliance Global Group's financials.

What financial periods are covered in Spetner Associates' financial statements in RELIW's 8-K?

The filing includes audited consolidated financial statements for Spetner Associates for years ended December 31, 2024 and 2023, as well as unaudited consolidated financial statements for the three months ended March 31, 2025 and 2024.

What pro forma financial information did RELIW include in the June 2025 8-K?

RELIW included two sets of pro forma financial information: 1) Unaudited pro forma condensed consolidated balance sheet as of March 31, 2025, with operations statements for Q1 2025, and 2) Unaudited pro forma condensed consolidated balance sheet as of December 31, 2024, with operations statements for full-year 2024.

What exhibits were included in RELIW's 8-K filing about the Spetner Associates acquisition?

The filing included 7 exhibits: Financial statements (99.1), Management's Discussion & Analysis for 2023-2024 (99.2) and Q1 2025 (99.3), Pro forma financials for Q1 2025 (99.4) and full-year 2024 (99.5), Consent of Urish Popeck & Co. (23.1), and Cover Page Interactive Data File (104).