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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification Number) |
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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 (see General Instruction A.2.)
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered | ||
(The Nasdaq Capital Market) | ||||
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 Material Definitive Agreement.
As previously disclosed, Reliance Global Group, Inc., a Florida corporation (the “Company”) entered into a stock purchase agreement on September 1, 2019 (the “Purchase Agreement”), with Altruis Benefits Consulting, Inc. (“Altruis”), whereby the Company purchased the business and certain assets noted within the Purchase Agreement. On December 27, 2022, the Company and Altruis agreed to increase the number of shares of the Company’s common stock, par value $0.086 per share (the “Common Stock”), to be issued under such Section 3.1.3.4 of the Purchase Agreement, to a total of 1,391,572 shares of Common Stock (the “Shares”). Accordingly, the Shares to be issued to Altruis pursuant to such Section 3.1.3.4 of the Purchase Agreement represents the amount owed under such section divided by an amended price of $0.50 per share of Common Stock.
Item 3.02. Unregistered Sales of Equity Securities
Please see the disclosure regarding the Shares set forth under Item 1.01, which is incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 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: January 3, 2023 | By: | /s/ Ezra Beyman |
| Ezra Beyman | ||
| Chief Executive Officer | ||
