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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): February 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 7, 2025, Reliance Global Group, Inc. (the “Company”) filed articles of amendment (the “Amendment”) to its articles of incorporation, as amended, with the Florida Secretary of State. The Amendment had the effect of increasing the total number of authorized shares of the Company’s common stock, $0.086 par value per share, from 117,647,058 to 2,000,000,000. The Amendment had no effect on the number of authorized shares of preferred stock. Accordingly, following the filing of the Amendment, effective February 7, 2025, the Company’s authorized capital stock consisted of 2,750,000,000 shares, representing (i) 2,000,000,000 shares of common stock, and (ii) 750,000,000 shares of preferred stock.

 

The Amendment was approved by the Company’s Board of Directors on October 2, 2024, and by the Company’s stockholders on December 31, 2024.

 

The foregoing description of the Amendment is subject to and qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto at Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference.

 

Item 9.01 Financial Statement and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
3.1   Articles of Amendment to Articles of Incorporation, as Amended, effective February 7, 2025.
104.1   Cover Page Interactive Data File - the cover page XBRL tags are embedded with 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: February 13, 2025 By: /s/ Ezra Beyman
    Ezra Beyman
    Chief Executive Officer

 

 

 

 

 

Exhibit 3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

v3.25.0.1
Cover
Feb. 07, 2025
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 07, 2025
Current Fiscal Year End Date --12-31
Entity File Number 001-40020
Entity Registrant Name RELIANCE GLOBAL GROUP, INC.
Entity Central Index Key 0001812727
Entity Tax Identification Number 46-3390293
Entity Incorporation, State or Country Code FL
Entity Address, Address Line One 300 Blvd. of the Americas
Entity Address, Address Line Two Suite 105
Entity Address, City or Town Lakewood
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 08701
City Area Code (732)
Local Phone Number 380-4600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, par value $0.86 per share  
Title of 12(b) Security Common Stock, par value $0.86 per share
Trading Symbol RELI
Security Exchange Name NASDAQ
Series A Warrants to purchase shares of Common Stock, par value $0.86 per share  
Title of 12(b) Security Series A Warrants to purchase shares of Common Stock, par value $0.86 per share
Trading Symbol RELIW
Security Exchange Name NASDAQ
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