8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 reported): March 30, 2023

Reliance Global Group, Inc.

(Exact name of registrant as specified in its charter)

Florida	001-40020	46-3390293
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

300 Blvd. of the Americas, Suite 105, Lakewood, NJ 08701

(Address of principal executive offices)

(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 (see General Instruction A.2.)

☐	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 CF$ 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, $0.086 par value per share	RELI	The Nasdaq Stock Market LLC (The Nasdaq Capital Market)
Series A Warrants to purchase shares of Common Stock, par value $0.086 per share	RELIW	The Nasdaq Stock Market LLC (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 (§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 2.02. Results of Operations and Financial Condition.

On March 30, 2023, Reliance Global Group, Inc. (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2022. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in any website is not a part of this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02, including Exhibit 99.1, 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 such information 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 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release of the registrant issued on March 30, 2023.
104	Cover Page Interactive Data File

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: March 30, 2023	By:	/s/ Ezra Beyman
		Ezra Beyman
		Chief Executive Officer

EX-99.1

Exhibit 99.1

Reliance Global Group Achieves 73% Increase in Revenue to $16.8 Million for 2022

Reports Continued Growth of RELI Exchange Platform

Company to Host Conference Call Today at 4:30 PM Eastern Time

LAKEWOOD, N.J., March 30, 2023 — Reliance Global Group, Inc. (Nasdaq: RELI; RELIW) (“Reliance”, “we” or the “Company”), today provided a business update and reported financial results for the year-ended December 31, 2022.

Ezra Beyman, CEO of Reliance, commented, “We are extremely pleased to report a 73% increase in revenue in 2022 as compared to 2021. This achievement was due to the growth and overall solid performance from our ten operating subsidiaries. We are also very proud of our most recent business formation, RELI Exchange, built on the foundations of Barra & Associates, an agency we acquired in April 2022. RELI Exchange is a business-to-business (B2B) InsurTech platform and agency partner network for insurance agents and agencies, providing independent agents a comprehensive suite of business development tools propelling them to effectively compete with national agencies.”

“The RELI Exchange InsurTech platform has been a game-changer for Reliance, allowing us to deliver on our promise, to provide our clients best in class risk management / insurance coverage at the best value for their money. RELI Exchange as of December 31, 2022, supported home and auto insurance, however, we continually invest time and resources to expand the platform for additional products that will provide added client value. This is best illustrated by our February 2023 addition of our proprietary life insurance quotation tool, which enables agents to immediately compare life insurance policies and pricing in under a minute, thereby facilitating enhanced client discussions and more expeditious policy binding.”

“March 2023 saw the unveiling of RELI University, a new training platform for our RELI Exchange agency partners. Designed specifically for the independent insurance industry, the platform provides both new and experienced agents with a complete education on all the products, services, and tools available through RELI Exchange. In addition, RELI University keeps agents abreast of the latest carrier and industry developments, enabling them to stay ahead of the curve and grow their businesses.”

“The exceptional efforts and unwavering commitment from our team have driven a surge of nearly 200% in agency partners on the RELI Exchange platform since its inception in July 2022. We believe our unique and highly scalable business model positions us as leaders in the industry, and we are optimistic about the platform’s future growth potential as we work to enhance and expand its services and capabilities. We anticipate that RELI Exchange will serve as a strong catalyst for organic growth for the foreseeable future, delivering significant benefits to our clients and returns / value to our shareholders.”

The complete financial results are available in the Company’s Annual Report on Form 10-K, which was filed with the U.S. Securities & Exchange Commission today.

Conference Call

Reliance Global Group will host a conference call today at 4:30 PM. Eastern Time to discuss the Company’s financial results for 2022, as well as the Company’s corporate progress and other developments.

The conference call will be available via telephone by dialing toll free 877-545-0320 for U.S. callers or +1 973-528-0002 for international callers and using entry code: 133394. A webcast of the call may be accessed at https://www.webcaster4.com/Webcast/Page/2381/47952 or on the investor relations section of the Company’s website at https://relianceglobalgroup.com/events-and-presentations/.

A webcast replay will also be available on the Company’s Investors section of the website (https://relianceglobalgroup.com/events-and-presentations/) through March 30, 2024. A telephone replay of the call will be available approximately one hour following the call, through April 13, 2023, and can be accessed by dialing 877-481-4010 for U.S. callers or +1 919-882-2331 for international callers and entering conference ID: 47952.

About Reliance Global Group, Inc.

Reliance Global Group, Inc. (NASDAQ: RELI, RELIW) an InsurTech pioneer, is working to transform the traditional insurance agency model by combining artificial intelligence (AI) with the personalized experience of a traditional insurance agency model. Reliance Global Group’s growth strategy includes organic expansion of its current portfolio of agencies and the growth of both RELI Exchange, its B2B InsurTech platform and agency partner network for insurance agents and agencies, designed to give independent agents an entire suite of business development tools and the ability to effectively compete with national agencies, and 5MinuteInsure.com, its online business-to-consumer platform that utilizes artificial intelligence and data mining, to provide competitive insurance quotes in approximately 5 minutes. Additional information about the Company is available at https://www.relianceglobalgroup.com/.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions and include statements such as the Company having built a best-in-class InsurTech platform, making RELI Exchange an even more compelling value proposition and further accelerating growth of the platform, rolling out several other services in the near future to RELI Exchange agency partners, building RELI Exchange into the largest agency partner network in the U.S., the Company moving in the right direction and the Company’s highly scalable business model driving significant shareholder value. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission and elsewhere and risk as and uncertainties related to: the Company’s ability to generate the revenue anticipated and the ability to build the RELI Exchange into the largest agency partner network in the U.S., and the other factors described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 the Company’s Quarterly Reports on Form 10-Q, the Company’s Current Reports on Form 8-K and subsequent filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

Contact:

Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: RELI@crescendo-ir.com

XML

Cover	Mar. 30, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 30, 2023
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, $0.086 par value per share
Title of 12(b) Security	Common Stock, $0.086 par value per share
Trading Symbol	RELI
Security Exchange Name	NASDAQ
Series A Warrants to purchase shares of Common Stock, par value $0.086 per share
Title of 12(b) Security	Series A Warrants to purchase shares of Common Stock, par value $0.086 per share
Trading Symbol	RELIW
Security Exchange Name	NASDAQ