As filed with the Securities and Exchange Commission
on July 2, 2025
Registration No. 333-288299
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
DC 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Reliance Global
Group, Inc.
(Exact name of registrant as specified in its charter)
| Florida |
|
6411 |
|
46-3390293 |
| (State or Other Jurisdiction of |
|
(Primary Standard Industrial |
|
(I.R.S. Employer |
| Incorporation or Organization) |
|
Classification Code Number) |
|
Identification Number) |
300 Blvd. of the Americas, Suite 105 Lakewood,
NJ 08701
732- 380-4600
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Mr. Ezra Beyman
Chief Executive Officer
300 Blvd. of the Americas, Suite 105 Lakewood,
NJ 08701
732-380-4600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Morris C. Zarif,
Esq.
Zarif Law Group P.C.
603 Laurel Avenue
Allenhurst, NJ 07711
(917) 232-6547
Approximate date of commencement of proposed sale
to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:
☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
|
Accelerated filer ☐ |
| Non-Accelerated filer ☒ |
|
Smaller reporting company ☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities
Act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to section 8(a)
may determine.
EXPLANATORY
NOTE
Reliance
Global Group, Inc. is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-288299) (the “Registration
Statement”) as an exhibit-only filing to file Exhibits 5.1 and 23.4 previously omitted from the Registration Statement. Accordingly,
this Amendment No. 1 consists only of the facing page, this Explanatory Note, Part II of the Registration Statement, the signature page
to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been
omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the estimated costs
and expenses payable by the registrant in connection with the offering of the securities being registered.
| SEC registration fee |
|
$ |
818.34 |
|
| Accounting fees and expenses |
|
|
10,000 |
|
| Legal fees and expenses |
|
|
25,000 |
|
| Miscellaneous expenses |
|
|
— |
|
| Total |
|
$ |
35,818.34 |
|
Item 14. Indemnification of Directors and Officers
The Florida Business Corporation Act (the “FBCA”) provides that a corporation may indemnify a director or officer against
liability if the director or officer acted in good faith, the director or officer acted in a manner he or she reasonably believed to be
in, or not opposed to, the best interests of the corporation, and in the case of any criminal proceeding, the director or officer had
no reasonable cause to believe his or her conduct was unlawful. A corporation may not indemnify a director or an officer except for expenses
and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding
to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal
thereof, where such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests
of the corporation.
The FBCA provides that
a corporation must indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding
to which the individual was a party because he or she is or was a director or officer of the corporation against expenses incurred by
the individual in connection with the proceeding.
A corporation may, before
final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by a director
or an officer if the director or officer delivers to the corporation a signed written undertaking of the director or officer to repay
any funds advanced if such director or officer is not entitled to indemnification.
Our articles of incorporation,
as amended, and bylaws provide that we have the power to indemnify our directors, officers, employees and agents to the full extent permitted
by the FBCA if in the judgment of the entire board of directors (excluding from such majority any director under consideration for indemnification),
the criteria set forth in Sec. 607.0851(1) or (2) of the FBCA have been met.
These indemnification
provisions may be sufficiently broad to permit indemnification of our officers, directors and other corporate agents for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of our company pursuant
to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
We have the power to
purchase and maintain insurance on behalf of any person who is or was one of our directors or officers, or is or was serving at our request
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other business against any liability
asserted against the person or incurred by the person in any of these capacities, or arising out of the person’s fulfilling one
of these capacities, and related expenses, whether or not we would have the power to indemnify the person against the claim under the
provisions of the FBCA.
If the FBCA Law is amended
to expand further the indemnification permitted to indemnitees, then we shall indemnify such persons to the fullest extent permitted by
the FBCA, as so amended.
Our obligation to provide
indemnification under our bylaws, which will be in effect upon the consummation of this offering, shall be offset to the extent of any
other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by us or any other person.
Our bylaws, which will
be in effect upon the consummation of this offering, shall be deemed to be a contract between us and each person who was or is a party
or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that person is or was, or has agreed to become, a director or officer of ours, or is or was serving,
or has agreed to serve, at our request, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership,
joint venture, trust or other enterprise, including any employee benefit plan, or by reason of any action alleged to have been taken or
omitted in such capacity, at any time while this by-law is in effect, and any repeal or modification thereof shall not affect any rights
or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore
or thereafter brought based in whole or in part upon any such state of facts.
The indemnification provision
of our bylaws does not affect directors’ responsibilities under any other laws, such as the federal securities laws or state or
federal environmental laws.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim
for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling
person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered herewith, we will, unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 15. Recent Sales of Unregistered Securities
In the three years preceding
the filing of this registration statement, we have issued the following securities that were not registered under the Securities Act.
No underwriters were involved in the sales and the certificates representing the securities sold and issued contain legends restricting
transfer of the securities without registration under the Securities Act or an applicable exemption from registration.
Date of Transaction | |
Transaction type (e.g. new issuance, cancellation, shares returned to treasury) and all under Section 4(a)(2) of the Securities Act of 1933 | |
Number of Securities Issued (or cancelled) (1) | | |
Class of
Securities | |
Value of
Securities issued
($/per share) at
Issuance(1) | | |
Were the
Securities issued
at a discount to
market price at
the time of issuance?
(Yes/No) | |
Individual/ Entity Securities were issued to (entities must have individual with voting / investment control disclosed). | |
Reason for Securities issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable) | |
Restricted or Unrestricted as of this filing? | |
Exemption
or Registration
Type? |
| | |
| |
| | |
| |
| | |
| |
| |
| |
| |
|
| 5/1/2021 | |
New | |
| 59 | | |
Common | |
| 854.25 | | |
Yes | |
Joshua Kushenreit | |
Acquisition | |
Restricted | |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 11/5/2021 | |
New | |
| 46 | | |
Common | |
| 1.46 | | |
Yes | |
Reliance Global Holdings, LLC | |
Conversion of preferred shares | |
Restricted | |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 1/3/2022 | |
New | |
| 59 | | |
Common | |
| 1,683.00 | | |
Yes | |
Warberg | |
Exercise of Series A warrants | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 1/4/2022 | |
New | |
| 941 | | |
Common | |
| 1,683.00 | | |
Yes | |
Clear Street LLC | |
Exercise of Series A warrants | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 1/5/2022 | |
New | |
| 235 | | |
Common | |
| 1,683.00 | | |
Yes | |
Clear Street LLC | |
Exercise of Series A warrants | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 1/5/2022 | |
New | |
| 10,747 | | |
Common | |
| See footnote 2. | | |
Yes | |
Hudson Bay Master Fund Ltd. and Armistice Capital Master Fund, Ltd. | |
Cash(2) | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 1/5/2022 | |
New | |
| 9,076 | | |
Preferred | |
| See footnote 2. | | |
Yes | |
Hudson Bay Master Fund Ltd. and Armistice Capital Master Fund, Ltd. | |
Cash(2) | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 1/5/2022 | |
New | |
| 651,997 | | |
Series B Warrants | |
| See footnote 2. | | |
Yes | |
Hudson Bay Master Fund Ltd. and Armistice Capital Master Fund, Ltd. | |
Cash(2) | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 1/10/2022 | |
New | |
| 2,377 | | |
Common | |
| 823.65 | | |
Yes | |
Pagidem, LLC | |
Acquisition | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 1/18/2022 | |
New | |
| 235 | | |
Common | |
| 1,683.00 | | |
Yes | |
Clear Street LLC and Warberg | |
Exercise of Series A warrants | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 3/22/2022 | |
New | |
| (12,851 | ) | |
Common | |
| 1,042.95 | | |
Yes | |
Hudson Bay Master Fund Ltd., Pagidem, LLC and Armistice Capital Master Fund, Ltd. | |
Exchange of common shares for series C warrants | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 5/24/2022 | |
New | |
| 5,237 | | |
Common | |
| 1,042.95 | | |
Yes | |
Hudson Bay Master Fund Ltd. | |
Exercise of Series C warrants | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 5/24/2022 | |
New | |
| 2,377 | | |
Common | |
| 1,042.95 | | |
Yes | |
Pagidem, LLC | |
Exercise of Series C warrants | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 6/14/2022 | |
New | |
| 5,237 | | |
Common | |
| 1,042.95 | | |
Yes | |
Armistice Capital Master Fund, Ltd. | |
Exercise of Series C warrants | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 8/4/2022 | |
New | |
| 7,228 | | |
Common | |
| See footnote 2. | | |
Yes | |
Armistice Capital Master Fund, Ltd. | |
Conversion of preferred shares(2) | |
| |
4(a)(2) |
Date of Transaction | |
Transaction type (e.g. new issuance, cancellation, shares returned to treasury) and all under Section 4(a)(2) of the Securities Act of 1933 | |
Number of Securities Issued (or cancelled) (1) | | |
Class of
Securities | |
Value of
Securities issued
($/per share) at
Issuance | | |
Were the
Securities issued
at a discount to
market price at
the time of issuance?
(Yes/No) | |
Individual/ Entity Securities were issued to (entities must have individual with voting / investment control disclosed). | |
Reason for Securities issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable) | |
Restricted or Unrestricted as of this filing? | |
Exemption
or Registration
Type? |
| 8/15/2022 | |
New | |
| 1,676 | | |
Common | |
| 247.35 | | |
Yes | |
Hudson Bay Master Fund Ltd. | |
Exercise of Series D warrants | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 8/18/2022 | |
New | |
| 3,113 | | |
Common | |
| 234.26 | | |
Yes | |
Armistice Capital Master Fund, Ltd. | |
Exercise of Series D warrants | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 8/24/2022 | |
New | |
| 1,475 | | |
Common | |
| See footnote 2. | | |
Yes | |
Hudson Bay Master Fund Ltd. | |
Conversion of preferred shares(2) | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 01/05/2023 | |
New | |
| 5,457 | (1) | |
Common | |
| 127.50 | | |
Yes | |
Altruis Benefits Consulting, Inc. | |
Acquisition | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 1/17/2023 | |
New | |
| 976 | (1) | |
Common | |
| 150.45 | | |
Yes | |
Joshua Paul Kushnereit | |
Acquisition | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 2/13/2023 | |
New | |
| 3,926 | (1) | |
Common | |
| 164.29 | | |
No | |
YES Americana Group, LLC | |
Conversion | |
| |
3(a)(9) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 3/16/2023 | |
New | |
| 9,120 | | |
Common | |
| 60.35 | | |
No | |
Armistice Capital Master Fund, Ltd. | |
Cash | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 3/16/2023 | |
New | |
| 52,800 | | |
Prefunded (Series E) Warrants exercisable @ $0.001 per share | |
| 60.33 | | |
No | |
Armistice Capital Master Fund, Ltd. | |
Cash | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 3/16/2023 | |
New | |
| 123,839 | | |
Common (Series F) Warrants exercisable @ $3.55 per share | |
| 2.13 | | |
No | |
Armistice Capital Master Fund, Ltd. | |
Cash | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 4/03/2023 | |
New | |
| 3,824 | | |
Common | |
| 44.71 | | |
No | |
New To The Street | |
Services | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 5/18/2023 | |
New | |
| 10,361 | | |
Common | |
| 69.19 | | |
No | |
Jonathan Fortman | |
Acquisition | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 5/18/2023 | |
New | |
| 10,361 | | |
Common | |
| 69.19 | | |
No | |
Zachary Fortman | |
Acquisition | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 6/06/2023 | |
New | |
| 1,763 | | |
Common | |
| 74.97 | | |
No | |
Maxim Partners LLC | |
Services | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 06/20/2023 | |
New | |
| 26 | | |
Common | |
| 76.50 | | |
No | |
Chad Champion | |
Services | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 06/20/2023 | |
New | |
| 776 | | |
Common | |
| 76.50 | | |
No | |
Sandstone Group Corp. | |
Services | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 06/20/2023 | |
New | |
| 233 | | |
Common | |
| 76.50 | | |
No | |
Newbridge Securities Corporation | |
Services | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 7/7/2023 | |
New | |
| 24 | | |
Common | |
| 42.50 | | |
Yes | |
Bitbean LLC | |
Services | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 7/14/2023 | |
New | |
| 4,310 | | |
Common | |
| 42.50 | | |
Yes | |
Hudson Bay Master Fund Ltd. | |
Exercise of Series B warrants | |
| |
3(a)(9) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 10/11/2023 | |
New | |
| 10,271 | | |
Common | |
| 41.14 | | |
No | |
Julie A. Blockey | |
Acquisition Earn-Out payment | |
Restricted | |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 12/06/2023 | |
New | |
| 3,824 | | |
Common | |
| 27.88 | | |
No | |
New to the Street Group, LLC | |
Services | |
Restricted | |
4(a)(2) |
Date of Transaction | |
Transaction type (e.g. new issuance, cancellation, shares returned to treasury) and all under Section 4(a)(2) of the Securities Act of 1933 | |
Number of Securities Issued (or cancelled) (1) | | |
Class of
Securities | |
Value of
Securities issued
($/per share) at
Issuance | | |
Were the
Securities issued
at a discount to
market price at
the time of issuance?
(Yes/No) | |
Individual/ Entity Securities were issued to (entities must have individual with voting / investment control disclosed). | |
Reason for Securities issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable) | |
Restricted or Unrestricted as of this filing? | |
Exemption
or
Registration
Type? |
| 12/08/2023 | |
New | |
| 4,681 | | |
Common | |
| 20.57 | | |
No | |
Outside the Box Capital Inc. | |
Services | |
Restricted | |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 12/12/2023 | |
New | |
| 247,678 | | |
Series G Warrants | |
| See footnote(3) | | |
No | |
Armistice Capital Master Fund, Ltd. | |
Inducement to exercise Series F Warrants | |
Restricted | |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 12/15/2023 | |
New | |
| 17,647 | | |
Common | |
| See footnote(4) | | |
See footnote(4) | |
Hudson Bay Master Fund Ltd. | |
Inducement to exchange Series B Warrants | |
Restricted | |
3(a)(9) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 4/25/2024 | |
New | |
| 30,029 | | |
Common | |
| 5.91 | | |
No | |
Julie A. Blockey | |
Acquisition Earn-Out payment | |
| |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 5/21/2024 | |
New | |
| 17,824 | | |
Common | |
| 5.61 | | |
No | |
Outside the Box Capital Inc. | |
Services | |
Restricted | |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 6/20/2024 | |
New | |
| 39,569 | | |
Common | |
| 3.96 | | |
No | |
Armistice Capital Master Fund, Ltd. | |
In Exchange for Series B Common Stock Purchase Warrant | |
Restricted | |
|
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
4(a)(2) |
| 6/21/2024 | |
New | |
| 192,236 | | |
Common | |
| 3.96 | | |
No | |
Armistice Capital Master Fund, Ltd. | |
In Exchange for Series G Common Stock Purchase Warrant | |
Restricted | |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 10/9/2024 | |
New | |
| 6,667 | | |
Common | |
| 2.25 | | |
No | |
Simon Jacobson | |
Services | |
Restricted | |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 10/29/2024 | |
New | |
| 70,032 | | |
Common Stock | |
| 2.35 | | |
No | |
Jonathan Spetner | |
Amendment to Stock Exchange Agreement | |
Restricted | |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 10/29/2024 | |
New | |
| 70,032 | | |
Common Stock | |
| 2.35 | | |
No | |
Agudath Israel of America | |
Amendment to Stock Exchange Agreement | |
Restricted | |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 11/20/2024 | |
New | |
| 72,464 | | |
Common | |
| 1.38 | | |
No | |
Outside the Box Capital Inc. | |
Service | |
Restricted | |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 2/20/2025 | |
New | |
| 78,500 | | |
Common Stock | |
| 1.525 | | |
No | |
Jonathan Spetner | |
Amendment to Stock Exchange Agreement | |
Restricted | |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 2/20/2025 | |
New | |
| 78,500 | | |
Common Stock | |
| 1.525 | | |
No | |
Agudath Israel of America | |
Amendment to Stock Exchange Agreement | |
Restricted | |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 3/25/2025 | |
New | |
| 105,000 | | |
Common | |
| 1.35 | | |
No | |
Bitbean LLC | |
Services | |
Restricted | |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 5/30/2025 | |
New | |
| 41,322 | | |
Common Stock | |
| 1.21 | | |
No | |
Outside the Box Capital, Inc. | |
Services | |
Restricted | |
4(a)(2) |
| | |
| |
| | | |
| |
| | | |
| |
| |
| |
| |
|
| 5/30/2025 | |
New | |
| 82,645 | | |
Common Stock | |
| 1.21 | | |
No | |
Tie Out Investments, Inc. | |
Services | |
Restricted | |
4(a)(2) |
| (1) |
Gives effect to a 1:15 reverse stock split effective as of February 23, 2023 and a 1:17 reverse stock split effective as of June 28, 2024. |
| |
|
| (2) |
Reflects sale of (i) warrants
(the “Series B Warrants”) to purchase an aggregate of up to 38,353 shares of Common Stock originally (which has
been increased from 38,353 to 78,431 shares of Common Stock as a result of the triggering of certain anti-dilution
provisions contained in the Series B Warrants), (ii) an aggregate of 10,474 shares of Common Stock (the “Common Shares”),
and (iii) 9,076 shares (the “Preferred Shares”) of the Company’s Series B Preferred Stock, initially convertible
into an aggregate of 8,702 shares of Common Stock at a conversion price of $1,042.95 per share. The purchase price
per Common Share and accompanying Series B Warrants was $1,042.95. The purchase price per Preferred Share and accompanying
Series B Warrants was $1,000. The aggregate purchase price for the Common Shares, the Preferred Shares and the Warrants was approximately
$20,000,000. |
| |
|
| (3) |
Reflects issuance of Series
G Warrants pursuant to Series F Inducement Agreement dated December 12, 2023 exercisable at an initial exercise price of $10.71,
subsequently reset to $4.42 per share on May 10, 2024. |
| |
|
| (4) |
Reflects issuance of Common
Stock in exchange for 17,647 Series B Warrants pursuant to Exchange Offer of Warrants to Purchase Common Stock and Amendment
dated December 12, 2023. |
Item 16. Exhibits and Financial Statement Schedules
(a) The exhibits set forth below have been or
are being filed herewith and are numbered in accordance with Item 601 of Regulation S-K.
(b) Financial statement schedules have been omitted,
as the information required to be set forth therein is included in the consolidated financial statements or notes thereto incorporated
by reference into the prospectus forming part of this registration statement.
| Exhibit No. |
|
Description |
| 3.1 |
|
Articles of Incorporation of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) as amended through October 19, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)). |
| |
|
|
| 3.2 |
|
Bylaws of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)). |
| |
|
|
| 3.3 |
|
Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated February 3, 2021 (incorporated herein by reference to Exhibit 3.9 to Amendment No. 4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 5, 2021 (SEC File No. 333-249381)). |
| |
|
|
| 3.4 |
|
Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated December 23, 2021 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2022 (SEC File No. 001-40020)). |
| |
|
|
| 3.5 |
|
Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated February 16, 2023 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 3.6 |
|
Medigap Healthcare Insurance Agency LLC Formation and Assignment Documents (incorporated herein by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022 (SEC File No. 001-40020)). |
| |
|
|
| 3.7 |
|
Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated November 27, 2023 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 3.8 |
|
Certificate of Amendment to the registrant’s Amended and Restated Articles of Incorporation, as amended, dated June 26, 2024 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2024 (SEC File No. 001-40020)). |
| |
|
|
| 3.9 |
|
Amendment No. 1 to Bylaws (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2025). |
| |
|
|
| 3.10 |
|
Articles of Amendment to Articles of Incorporation, as Amended, effective February 7, 2025 incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2025. |
| |
|
|
| 4.1 |
|
Form of Series C Warrant (incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)). |
| |
|
|
| 4.2 |
|
Form of Series D Warrant (incorporated herein by reference to Exhibit 4.2 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)). |
| |
|
|
| 4.3 |
|
Series G Common Stock Purchase Warrant dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Armistice Capital Master Fund Ltd. (incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023). |
| |
|
|
| 4.4 |
|
Form of Senior Indenture (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 (File No. 333-275190) filed on October 27, 2023). |
| |
|
|
| 4.5 |
|
Form of Subordinated Indenture (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-3 (File No. 333-275190) filed on October 27, 2023). |
| |
|
|
| 4.6 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 23, 2025) |
| |
|
|
| 4.7 |
|
Form of Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on June 23, 2025) |
| |
|
|
| 4.8 |
|
Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on June 23, 2025) |
| |
|
|
| 5.1^ |
|
Opinion of Zarif Law Group P.C. as to the validity of the securities being registered |
| |
|
|
| 10.1 |
|
Securities Purchase Agreement between Reliance Global Group, Inc. and Nsure, Inc. dated February 19, 2020 (incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (SEC File No. 333-249381)). |
| |
|
|
| 10.2 |
|
Irrevocable Assignment & Acquisition Agreement between Reliance Global Holdings, LLC and Ezra Beyman effective as of June 3, 2020 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)). |
| 10.3 |
|
Lease between Coverage Consultants Unlimited, Inc. and Commercial Coverage Solutions, LLC dated August 17, 2020 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)). |
| |
|
|
| 10.4 |
|
Master Credit Agreement between Southwestern Montana Insurance Center, LLC and Oak Street Funding LLC dated April 3, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 1) filed with the Securities and Exchange Commission on December 4, 2020 (File No. 333-249381)). |
| |
|
|
| 10.5† |
|
Reliance Global Group Inc. 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)). |
| |
|
|
| 10.6 |
|
Amendment No. 1 to Securities Purchase Agreement between Nsure Inc. and Reliance Global Group, Inc. dated October 8, 2020 (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)). |
| |
|
|
| 10.7 |
|
Form of Warrant Agent Agreement between Reliance Global Group, Inc. and VStock Transfer, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)). |
| |
|
|
| 10.8 |
|
Purchase Agreement among Kush Benefit Solutions, LLC, J.P. Kush and Associates, Inc. and Joshua Kushnereit dated May 12, 2021 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)). |
| |
|
|
| 10.9 |
|
Form of Securities Purchase Agreement among Reliance Global Group, Inc. and the investors identified on the signature pages thereto dated as of December 22, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)). |
| |
|
|
| 10.10 |
|
Form of Registration Rights Agreement 2021 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)). |
| |
|
|
| 10.11 |
|
Form of Series B Warrant (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)). |
| |
|
|
| 10.12 |
|
Form of Certificate of Designation for Series B Convertible Preferred Stock (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)). |
| |
|
|
| 10.13 |
|
Asset Purchase Agreement between Reliance Global Group, Inc. and Medigap Healthcare Insurance Company, LLC and the sole member thereof entered into agreement as of December 21, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2022 (SEC File No. 001-40020)). |
| |
|
|
| 10.14 |
|
Form of Investor Exchange Agreement between Reliance Global Group, Inc. and the parties signatory to the agreement dated as of March 23, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)). |
| |
|
|
| 10.15 |
|
Form of Medigap Exchange Agreement between Reliance Global Group, Inc. and the parties signatory to the agreement dated as of March 23, 2022 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)). |
| |
|
|
| 10.16 |
|
Asset Purchase Agreement between RELI Exchange, LLC and Barra & Associates, LLC dated April 26, 2022 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 2, 2022 (File Number 001-40020)). |
| 10.17 |
|
Security Agreement between Medigap Healthcare Insurance Agency, LLC and Oak Street Funding LLC dated April 26, 2022 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2022 (File Number 001-40020)) |
| |
|
|
| 10.18† |
|
Employment Agreement between Reliance Global Group, Inc. and Grant Barra dated April 26, 2022 Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2022 (File Number 001-40020))Ex. 10.3 |
| |
|
|
| 10.19 |
|
Promissory Note issued by Reliance Global Group, Inc. to YES Americana Group LLC on September 13, 2022 (incorporated herein by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022 (SEC File No. 001-40020)). |
| |
|
|
| 10.20 |
|
Amendment No. 1 to the Promissory Note between Reliance Global Group, Inc. and YES Americana Group, LLC, dated as of February 7, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 10.21† |
|
Promotion Letter by and between Reliance Global Group, Inc. and Joel Markovits dated as of December 28, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 10.22 |
|
Securities Purchase Agreement, dated March 13, 2023, between Reliance Global Group, Inc. and Investor (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 10.23 |
|
Form of Warrant (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 10.24 |
|
Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 10.25 |
|
Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 10.26 |
|
Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 10.27 |
|
Second Amendment to the Purchase Agreement, dated as of May 18, 2023, by and between Reliance Global Group, Inc., Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2023). |
| |
|
|
| 10.28 |
|
Confidential Settlement and Mutual General Release Agreement, dated as of June 30, 2023, by and among the registrant, Medigap Healthcare Insurance Agency, LLC, Pagidem, LLC f/k/a Medigap Healthcare Insurance Company, LLC, Joseph J. Bilotti, III, Kyle Perrin, Zachary Lewis, T65 Health Insurance Solutions, Inc. f/k/a T65 Health Solutions, Inc., and Seniors First Life, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2023). |
| |
|
|
| 10.29 |
|
Amendment #1 to the Purchase Agreement, dated as of September 29, 2023, by and between Reliance Global Group, Inc., Southwestern Montana Insurance Center, LLC, Southwestern Montana Financial Center, Inc., and Julie A. Blockey (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 4, 2023). |
| |
|
|
| 10.30† |
|
Reliance Global Group Inc. 2023 Equity Incentive Plan (incorporated by reference to Appendix I to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on October 4, 2023 (File No. 001-40020)). |
| |
|
|
| 10.31 |
|
Inducement Offer to Extend Existing Warrants, dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Armistice Capital Master Fund Ltd. Blockey (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 13, 2023). |
| 10.32 |
|
Inducement Offer to Exercise Series F Warrants to Subscribe for Common Shares, dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Armistice Capital Master Fund Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 13, 2023). |
| |
|
|
| 10.33 |
|
Exchange Offer of Warrants to Purchase Common Stock and Amendment, dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Hudson Bay Master Fund Ltd. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 13, 2023). |
| |
|
|
| 10.34 |
|
Third Amendment to the Purchase Agreement, dated as of January 11, 2024, by and between Reliance Global Group, Inc., Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 11, 2024). |
| |
|
|
| 10.35† |
|
Executive Employment Agreement, dated January 25, 2024, between the Company and Ezra Beyman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 31, 2024). |
| |
|
|
| 10.36 |
|
At Market Issuance Sales Agreement, dated February 15, 2024, by and between the registrant and EF Hutton LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2024). |
| |
|
|
| 10.37 |
|
Amended and Restated Stock Exchange Agreement by and among Reliance Global Group, Inc., Jonathan S. Spetner, Agudath Israel of America, and Spetner Associates, Inc., dated as of September 6, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 9, 2024). |
| |
|
|
| 10.38 |
|
Amendment No. 1 to Amended and Restated Stock Exchange Agreement by and among Reliance Global Group, Inc., Spetner Associates, Inc., Jonathan Spetner, and Agudath Israel of America, dated as of October 29, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 4, 2024). |
| |
|
|
| 10.39 |
|
Reliance Global Group, Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-284386) filed on January 21, 2025). |
| |
|
|
| 10.40 |
|
Amended No. 2 to Amended and Restated Stock Exchange Agreement by and among Reliance Global Group, Inc. Spenter Associates, Inc., Jonathan Spenter, and Agudath Israel of America, dated as of February 20, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 26, 2025). |
| |
|
|
| 10.41 |
|
Reliance Global Group, Inc. 2025 Equity Inventive Plan (incorporated by reference to Appendix I to the Definitive Proxy Statement on Schedule 14A filed on April 15, 2025). |
| |
|
|
| 10.42 |
|
Revolving Credit Facility Agreement, dated as of March 5, 2025, by and among the registrant and YES Americana Group, LLC (incorporated by reference to Exhibit 10.41 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2025). |
| |
|
|
| 10.43 |
|
Revolving Note issued by the registrant in favor of YES Americana Group, LLC on March 5, 2025 (incorporated by reference to Exhibit 10.42 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2025). |
| |
|
|
| 10.44 |
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 23, 2025) |
| |
|
|
| 10.45 |
|
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 23, 2025) |
| |
|
|
| 10.46 |
|
Amendment No. 1 to the Revolving Credit Facility Agreement, dated June 24, 2025, by and among Reliance Global Group, Inc. and YES Americana Group, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on June 24, 2025). |
| |
|
|
| 10.47 |
|
Amendment No. 1 to the Revolving Note issued by Reliance Global Group, Inc. in favor of Yes Americana Group, LLC on June 24, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on June 24, 2025) |
| |
|
|
| 21.1 |
|
List of subsidiaries (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed on March 7, 2025). |
| |
|
|
| 23.1* |
|
Consent of Urish Popeck & Co., LLC. |
| |
|
|
| 23.2* |
|
Consent of Mazars USA LLP. |
| |
|
|
| 23.3* |
|
Consent of Urish Popeck & Co., LLC for the Incorporation of the consolidated financial statements of Spetner Associates, Inc. |
| |
|
|
| 23.4^ |
|
Consent of Zarif Law Group P.C. (included in Exhibit 5.1) |
| |
|
|
| 24.1* |
|
Power of Attorney (included on the signature page). |
| 97.1† |
|
Compensation Recovery Policy of Reliance Global Group, Inc., dated November 13, 2023 (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K/A filed on April 8, 2025). |
| |
|
|
| 101.INS* |
|
Inline XBRL Instance Document |
| |
|
|
| 101.SCH* |
|
Inline XBRL Taxonomy Extension Schema Document |
| |
|
|
| 101.CAL* |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| |
|
|
| 101.DEF* |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| |
|
|
| 101.LAB* |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
| |
|
|
| 101.PRE* |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| |
|
|
| 104* |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| |
|
|
| 107* |
|
Filing Fee Table. |
| * |
Previously filed |
| ** |
Previously
furnished |
| ^ |
Filed
herewith |
| † |
Includes management contracts and compensation plans and arrangements |
Item 17. Undertakings
(a) The undersigned registrant hereby
undertakes:
(1) To file, during
any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include
any prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect
in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement; and
(iii) To include
any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement;
provided, however, that
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the
purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the
offering.
(4) That, for the
purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(ii) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a)
of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such
form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement
that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the
purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed
in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after
effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede
or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.
(6) The undersigned
registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) Insofar as
indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.
(8) The undersigned
registrant hereby undertakes that:
(i) For purposes
of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(ii) For the purpose
of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Lakewood, State of New Jersey, on July 2, 2025.
| |
RELIANCE GLOBAL GROUP, INC. |
| |
|
|
| |
By: |
/s/ Ezra Beyman |
| |
|
Ezra Beyman |
| |
|
Chief Executive Officer
(Principal Executive Officer) |
POWER OF ATTORNEY
Pursuant to the requirements of the Securities
Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name |
|
Position |
|
Date |
| |
|
|
|
|
| /s/ Ezra Beyman |
|
Chief Executive Officer and Executive Chairman and Director |
|
|
| Ezra Beyman |
|
(Principal Executive Officer) |
|
July
2, 2025 |
| |
|
|
|
|
* |
|
Chief Financial Officer |
|
|
| Joel Markovits |
|
(Principal Financial and Accounting Officer) |
|
July
2, 2025 |
| |
|
|
|
|
* |
|
Director |
|
|
| Alex Blumenfrucht |
|
|
|
July
2, 2025 |
| |
|
|
|
|
* |
|
Director |
|
|
| Sheldon Brickman |
|
|
|
July
2, 2025 |
| |
|
|
|
|
* |
|
Director |
|
|
| Ben Fruchtzweig |
|
|
|
July
2, 2025 |
| |
|
|
|
|
* |
|
Director |
|
|
| Scott Korman |
|
|
|
July
2, 2025 |
| By: |
/s/ Ezra Beyman |
|
| Name:
|
Ezra Beyman |
|
| Title: |
Attorney-in-Fact |
|
