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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): July 7, 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
July 7, 2025, Reliance Global Group, Inc. (the “Company”), Fortman Insurance Services, LLC, an Ohio limited liability company
and wholly owned subsidiary of the Company (the “Seller”), and Fortman Insurance Agency, LLC, an Ohio limited liability company
(the “Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which the
Seller agreed to sell substantially all of the assets of its insurance agency business (the “Fortman Business”) to the Purchaser
for aggregate cash consideration of $5,000,000 (the “Transaction”).
The
assets sold pursuant to the Purchase Agreement included the Seller’s book of business, accounts, rights to renewal commissions
and entitlements arising from new or renewal insurance business after July 1, 2025 (the “Effective Date”), as well as associated
goodwill, leasehold interests, intellectual property (including the Fortman Insurance Services and Fortman Insurance Agency names), and
other tangible and intangible assets used in the Fortman Business. The Transaction excluded, among other things, Seller’s pre-Effective
Date cash and cash equivalents, and other specified excluded assets and liabilities.
The
Transaction closed on July 7, 2025, and was effective as of 12:01 a.m. Eastern Time on July 1, 2025 and the Purchase Agreement includes
customary representations, warranties, indemnities, and restrictive covenants.
The
Company intends to use the proceeds from the sale of the Fortman Business to repay a portion of its outstanding indebtedness. On July
10, 2025, the Company issued a press release announcing that it had used the proceeds of the Transaction to reduce its outstanding debt
by approximately 50%, thereby decreasing its annual debt service obligations by over $1.8 million.
The
foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Purchase Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Copies
of the press releases announcing the closing of the transaction and related debt reduction are attached as Exhibits 99.1 and 99.2 to
this Current Report on Form 8-K and are also incorporated herein by reference.
The
information contained in Exhibits 99.1 and 99.2 to this Current Report on Form 8-K shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended
(the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
July 10, 2025, the Compensation Committee of the Board of Directors of the Company approved an increase in the annual base salary of
Ezra Beyman, the Company’s Chief Executive Officer and Chairman of the Board, from $425,000 to $513,000, effective as of such date.
The Compensation Committee also approved an annual bonus of $593,000 for Mr. Beyman, payable in 12 equal monthly installments beginning
in July 2025.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Asset Purchase Agreement, between the Company, Fortman Insurance Services, LLC and Fortman Insurance Agency, LLC, dated July 7, 2025. |
| 99.1 |
|
Press Release, dated July 8, 2025 |
| 99.2 |
|
Press Release, dated July 10, 2025 |
| 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:
July 11, 2025 |
By: |
/s/
Ezra Beyman |
| |
|
Ezra
Beyman |
| |
|
Chief
Executive Officer |
