Form 424B5 - Prospectus [Rule 424(b)(5)]
14 Dezembro 2023 - 10:00AM
Edgar (US Regulatory)
Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-271110
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated September 14, 2023)
RELIANCE
GLOBAL GROUP, INC.
897,594
Shares of Common Stock Underlying Prefunded Warrants
2,105,264
Shares of Common Stock Underlying Common Warrants
155,038
Shares of Common Stock for Resale by Selling Securityholder
This
Prospectus Supplement No. 1 (this “Prospectus Supplement No. 1”) relates to the sale of an aggregate of 3,157,896 shares
(the “shares”) of our common stock, $0.086 par value per share (the “common stock”) by one selling securityholder
identified in this prospectus (together with any of the holder’s transferees, pledgees, donees or successors, the “Selling
Securityholder”), consisting of up to 3,157,896 shares of common stock issuable upon the exercise of 897,594 warrants (the “Prefunded
Warrants”), and up to 2,105,264 shares of common stock are issuable upon the exercise of 2,105,264 warrants (the “Common
Warrants”) and 155,038 shares of common stock we issued to the Selling Securityholder (the “Issued Shares”). The Issued
Shares, Prefunded Warrants and Common Warrants were purchased by the selling securityholder in a private placement transaction exempt
from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Securities
Purchase Agreement dated March 13, 2023 (the “Purchase Agreement”). Each Prefunded Warrant will entitle the holder to purchase
one share of common stock at an exercise price of $0.001 per share and each Common Warrant will entitle the holder to purchase one share
of common stock at an exercise price of $3.55 per share. We are registering the resale of the shares of common stock covered by this
prospectus as required by a Registration Rights Agreement we entered into with the selling securityholder pursuant to the terms of the
Purchase Agreement. For purposes of this prospectus, we have exercise price under the Prefunded Warrants of $0.001 per share and an assumed
exercise price under the Common Warrants of $3.55 per share of common stock, respectively.
As
used in this Prospectus Supplement No. 1, “Reliance Global,” “Company,” “we,” “us,” or
“our” refer to Reliance Global Group, Inc. and its subsidiaries, unless otherwise indicated. This Prospectus Supplement No.
1 should be read together with the Base Prospectus and this Prospectus Supplement No. 1 is qualified by reference to the Base Prospectus
(collectively, the “Prospectus”), except to the extent that the information in this Prospectus Supplement No. 1 updates and
supersedes the information contain in the Base Prospectus. This Prospectus Supplement No. 1 is not complete without and may not be delivered
or utilized except in conjunction with, the Base Prospectus, including any amendments thereto.
Our
common stock is listed on The Nasdaq Stock Market (“Nasdaq”) under the symbol “RELI.” On December 12, 2023, the
last reported sale price of our common stock as reported by Nasdaq was $0.6562.
As
previously reported by the Company, on or around March 13, 2023, the Company entered into a securities purchase agreement (the “March
2023 Purchase Agreement”) with accredited investors, pursuant to which the Company issued those certain Series F common stock purchase
warrants (the “Series F Warrants”) amongst other securities. On December 12, 2023, the Company entered into that certain
Inducement Offer to Exercise Series F Warrants to Subscribe for Common Stock with accredited investors (the “Series F Inducement
Agreement”), pursuant to which (i) the Company agreed to lower the exercise price of the Series F Warrants to $0.6562 per share
(which is equal to the Nasdaq minimum price) (the “Nasdaq Minimum Price”) and (ii) accredited investors agreed to exercise
the remaining Series F Warrants to purchase 2,105,264 shares of Common Stock into 2,105,264 shares of Common Stock (the “Exercise
Shares”) by payment of the aggregate exercise price of approximately $1,381,474 (gross proceeds before expenses, including but
not limited to EF Hutton LLC, who acted as placement agent in connection therewith). The closing is expected to occur on or before December
15, 2023 (such closing date shall be referred to herein as the “Closing Date”). The Exercise Shares shall be issued in accordance
with the beneficial ownership limitations in the Series F Warrants and Series F Inducement Agreement. From December 12, 2023, until sixty
(60) days after the Closing Date, neither the Company nor any subsidiary of the Company shall (i) issue, enter into any agreement to
issue or announce the issuance or proposed issuance of any Common Stock or Common Stock equivalents (subject to customary carve outs
for certain exempt issuances) or (ii) file any registration statement or any amendment or supplement to any existing registration statement
(other than the Resale Registration Statement (as defined in this Form 8-K)) or any prospectus supplement to reflect the transactions
contemplated hereby). The Series F Inducement Agreement also contains customary representations, warranties, closing conditions, and
restrictive covenants.
Pursuant
to the Series F Inducement Agreement, the Company agreed to issue a new unregistered Series G common share purchase warrant (“Series
G Warrant”) pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”), to purchase 4,210,528
shares of Common Stock at an initial exercise price equal to the Nasdaq Minimum Price. The Series G Warrant is not exercisable until
the Company obtains the approval of a sufficient amount of holders of the Company’s Common Stock to satisfy the shareholder approval
requirements for such action as provided in Nasdaq Rule 5635(e), to effectuate the issuance of all shares of Common Stock underlying
the Series G Warrant (the “Shareholder Approval”). The Company shall hold an annual or special meeting of shareholders on
or prior to the date that is ninety (90) days following the Closing Date for the purpose of obtaining Shareholder Approval. If the Company
does not obtain Shareholder Approval at the first meeting, the Company shall call a meeting every ninety (90) days thereafter to seek
Shareholder Approval until the earlier of the date on which Shareholder Approval is obtained or the Series G Warrants are no longer outstanding.
The Company is required to file a registration statement (the “Resale Registration Statement”) within 45 calendar days of
the Closing Date providing for the resale of the Common Stock underlying the Series G Warrant (the “Series G Warrant Shares”)
by the holders of the Series G Warrant. The Company shall use commercially reasonable efforts to cause the Resale Registration Statement
to become effective within 90 calendar days following the Closing Date and shall use commercially reasonable efforts to keep the Resale
Registration Statement effective at all times until the earlier of (i) no holder owns any Series G Warrant or Series G Warrant Shares
or (ii) the Series G Warrant Shares may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement
for the Company to be in compliance with the current public information requirement under Rule 144. If the Company issues Common Stock
pursuant to an ATM at a cost basis per share less than the exercise price in effect under the Series G Warrant, then the exercise price
of the Series G Warrant will be adjusted to such lower price.
You
should review carefully the risks described in the section titled “Risk Factors” on page 5 of the prospectus
and the documents referred to therein before investing in our common stock.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
Supplement
dated December 14, 2023 to Prospectus dated September 14, 2023.
Reliance Global (NASDAQ:RELI)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Reliance Global (NASDAQ:RELI)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024