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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): June 16, 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 8.01. Other Events.

 

On June 16, 2025, Reliance Global Group, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) a request for withdrawal of the Registration Statement No. (File No. 333-284218) on Form S-1 (as amended and together with the exhibits and amendments thereto, the “Registration Statement”) effective as of June 16, 2025. The Company has determined not to pursue the public offering to which the Registration Statement relates.

 

Pursuant to Rule 477(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Company understands that this request for withdrawal of the Registration Statement will be deemed granted as of June 16, 2025 unless the Company receives notice from the Commission within 15 days of June 16, 2025, that such request will not be granted.

 

On June 16, 2025, the Company issued a press release announcing that it had filed the request for withdrawal of the Registration Statement with the Commission. A copy of the Company’s press release is included in this Current Report on form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

No.

  Description
     
99.1   Press Release, dated June 16, 2025
104   Inline XBRL for the cover page of this Current Report on Form 8-K.

 

 

 

 

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: June 17, 2025 By: /s/ Ezra Beyman
    Ezra Beyman
    Chief Executive Officer