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
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Securities registered pursuant to Section 12(b) of the Act:
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| The Capital Market | ||||
| The 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).
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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 5.07. | Submission of Matters to a Vote of Security Holders. |
On November 14, 2023, Reliance Global Group, Inc. (the “Company”) held its 2023 virtual annual meeting of stockholders to vote on the following matters:
1. Election of Directors
Each of the following five nominees was elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next annual meeting of stockholders and until their successors have been duly elected and have qualified.
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Ezra Beyman | 1,058,822 | 27,687 | 3,286 | 296,904 | ||||
| Alex Blumenfrucht | 1,058,225 | 28,244 | 3,326 | 296,904 | ||||
| Scott Korman | 1,054,964 | 31,525 | 3,306 | 296,904 | ||||
| Ben Fruchtzweig | 1,049,067 | 31,283 | 9,445 | 296,904 | ||||
| Sheldon Brickman | 1,048,781 | 37,689 | 3,325 | 296,904 |
2. Articles Amendment to Increase in Authorized Shares
Stockholders voted to approve the amendment of the Company’s articles of incorporation, as amended, to increase the total number of authorized shares of our common stock, $0.086 par value per share, from 133,333,333 shares to 2,000,000,000 shares, in accordance with the voting results listed below:
| For | Against | Abstain | Broker Non-Votes | |||
| 1,198,993 | 184,858 | 2,848 | - |
3. 2023 Equity Incentive Plan
Stockholders voted to approve the 2023 Equity Incentive Plan, in accordance with the voting results listed below:
| For | Against | Abstain | Broker Non-Votes | |||
| 1,034,875 | 50,117 | 4,803 | 296,904 |
In addition, on November 14, 2023, the Company held a virtual special meeting of the Series A warrant holders to vote on the following matter:
1. Reduction in Exercise Price of Series A Warrants
Series A warrant holders voted to approve the amendment of the Warrant Agent Agreement, dated February 8, 2021, by and between the Company and VStock Transfer, LLC (the “Warrant Agreement”), pursuant to which the Series A warrants were issued, in order to reduce the exercise price of the Series A warrants issued and outstanding under the Warrant Agreement from the stated $6.60 (post-reverse split effective exercise price of $99.00) per share to $6.13 per share, subject to adjustment, in accordance with the voting results listed below:
| For | Against | Abstain | Broker Non-Votes | |||
| 853,640 | 257,515 | 265 | - |
Item 7.01. Regulation FD Disclosure.
On November 16, 2023, the Company issued a press release announcing the branding consolidation of its agencies under the RELI Exchange umbrella. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information included in this Item 7.01, 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press release of the registrant issued on November 16, 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: November 16, 2023 | By: | /s/ Ezra Beyman |
| Ezra Beyman | ||
| Chief Executive Officer | ||