S-1/A 1 forms-1a.htm

 

As filed with the Securities and Exchange Commission on July 2, 2025

 

Registration No. 333-288299

 

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

Reliance Global Group, Inc.

(Exact name of registrant as specified in its charter)

 

Florida   6411   46-3390293
(State or Other Jurisdiction of   (Primary Standard Industrial   (I.R.S. Employer
Incorporation or Organization)   Classification Code Number)   Identification Number)

 

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

732- 380-4600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Mr. Ezra Beyman

Chief Executive Officer

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

732-380-4600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

 Morris C. Zarif, Esq.

Zarif Law Group P.C.

603 Laurel Avenue

Allenhurst, NJ 07711

(917) 232-6547

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐   Accelerated filer ☐
Non-Accelerated filer ☒   Smaller reporting company ☒
    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 7(a)(2)(B) of the Securities Act. ☐

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to section 8(a) may determine.

 

 

 

 

 

 

EXPLANATORY NOTE

 

Reliance Global Group, Inc. is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-288299) (the “Registration Statement”) as an exhibit-only filing to file Exhibits 5.1 and 23.4 previously omitted from the Registration Statement. Accordingly, this Amendment No. 1 consists only of the facing page, this Explanatory Note, Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.

 

 

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution

 

The following table sets forth the estimated costs and expenses payable by the registrant in connection with the offering of the securities being registered.

 

SEC registration fee   $ 818.34  
Accounting fees and expenses     10,000  
Legal fees and expenses     25,000  
Miscellaneous expenses      
Total   $ 35,818.34  

 

Item 14. Indemnification of Directors and Officers

 

The Florida Business Corporation Act (the “FBCA”) provides that a corporation may indemnify a director or officer against liability if the director or officer acted in good faith, the director or officer acted in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and in the case of any criminal proceeding, the director or officer had no reasonable cause to believe his or her conduct was unlawful. A corporation may not indemnify a director or an officer except for expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof, where such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation.

 

The FBCA provides that a corporation must indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because he or she is or was a director or officer of the corporation against expenses incurred by the individual in connection with the proceeding.

 

A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by a director or an officer if the director or officer delivers to the corporation a signed written undertaking of the director or officer to repay any funds advanced if such director or officer is not entitled to indemnification.

 

Our articles of incorporation, as amended, and bylaws provide that we have the power to indemnify our directors, officers, employees and agents to the full extent permitted by the FBCA if in the judgment of the entire board of directors (excluding from such majority any director under consideration for indemnification), the criteria set forth in Sec. 607.0851(1) or (2) of the FBCA have been met.

 

These indemnification provisions may be sufficiently broad to permit indemnification of our officers, directors and other corporate agents for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of our company pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

We have the power to purchase and maintain insurance on behalf of any person who is or was one of our directors or officers, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other business against any liability asserted against the person or incurred by the person in any of these capacities, or arising out of the person’s fulfilling one of these capacities, and related expenses, whether or not we would have the power to indemnify the person against the claim under the provisions of the FBCA.

 

If the FBCA Law is amended to expand further the indemnification permitted to indemnitees, then we shall indemnify such persons to the fullest extent permitted by the FBCA, as so amended.

 

Our obligation to provide indemnification under our bylaws, which will be in effect upon the consummation of this offering, shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by us or any other person.

 

Our bylaws, which will be in effect upon the consummation of this offering, shall be deemed to be a contract between us and each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that person is or was, or has agreed to become, a director or officer of ours, or is or was serving, or has agreed to serve, at our request, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, including any employee benefit plan, or by reason of any action alleged to have been taken or omitted in such capacity, at any time while this by-law is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

 

The indemnification provision of our bylaws does not affect directors’ responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered herewith, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

II-1

 

 

Item 15. Recent Sales of Unregistered Securities

 

In the three years preceding the filing of this registration statement, we have issued the following securities that were not registered under the Securities Act. No underwriters were involved in the sales and the certificates representing the securities sold and issued contain legends restricting transfer of the securities without registration under the Securities Act or an applicable exemption from registration.

 

Date of

Transaction

 

Transaction type

(e.g. new issuance,

cancellation,

shares returned to

treasury) and all

under Section

4(a)(2) of the

Securities Act of

1933

 

Number of

Securities

Issued (or

cancelled) (1)

   Class of
Securities
  Value of
Securities issued
($/per share) at
Issuance(1)
   Were the
Securities issued
at a discount to
market price at
the time of issuance?
(Yes/No)
 

Individual/

Entity Securities

were issued to

(entities must have

individual

with voting /

investment

control

disclosed).

 

Reason for

Securities

issuance (e.g. for

cash or debt

conversion) OR

Nature of

Services

Provided

(if

applicable)

 

Restricted or

Unrestricted

as of this

filing?

  Exemption
or Registration
Type?
                              
5/1/2021  New   59   Common   854.25   Yes  Joshua Kushenreit  Acquisition  Restricted  4(a)(2)
                                
11/5/2021  New   46   Common   1.46   Yes  Reliance Global Holdings, LLC  Conversion of preferred shares  Restricted  4(a)(2)
                                
1/3/2022  New   59   Common   1,683.00   Yes  Warberg  Exercise of Series A warrants     4(a)(2)
                                
1/4/2022  New   941   Common   1,683.00   Yes  Clear Street LLC  Exercise of Series A warrants     4(a)(2)
                                
1/5/2022  New   235   Common   1,683.00   Yes  Clear Street LLC  Exercise of Series A warrants     4(a)(2)
                                
1/5/2022  New   10,747   Common   See footnote 2.   Yes  Hudson Bay Master Fund Ltd. and Armistice Capital Master Fund, Ltd.  Cash(2)     4(a)(2)
                                
1/5/2022  New   9,076   Preferred   See footnote 2.   Yes  Hudson Bay Master Fund Ltd. and Armistice Capital Master Fund, Ltd.  Cash(2)     4(a)(2)
                                
1/5/2022  New   651,997   Series B Warrants   See footnote 2.   Yes  Hudson Bay Master Fund Ltd. and Armistice Capital Master Fund, Ltd.  Cash(2)     4(a)(2)
                                
1/10/2022  New   2,377   Common   823.65   Yes  Pagidem, LLC  Acquisition     4(a)(2)
                                
1/18/2022  New   235   Common   1,683.00   Yes  Clear Street LLC and Warberg  Exercise of Series A warrants     4(a)(2)
                                
3/22/2022  New   (12,851)  Common   1,042.95   Yes  Hudson Bay Master Fund Ltd., Pagidem, LLC and Armistice Capital Master Fund, Ltd.  Exchange of common shares for series C warrants     4(a)(2)
                                
5/24/2022  New   5,237   Common   1,042.95   Yes  Hudson Bay Master Fund Ltd.  Exercise of Series C warrants     4(a)(2)
                                
5/24/2022  New   2,377   Common   1,042.95   Yes  Pagidem, LLC  Exercise of Series C warrants     4(a)(2)
                                
6/14/2022  New   5,237   Common   1,042.95   Yes  Armistice Capital Master Fund, Ltd.  Exercise of Series C warrants     4(a)(2)
                                
8/4/2022  New   7,228   Common   See footnote 2.   Yes  Armistice Capital Master Fund, Ltd.  Conversion of preferred shares(2)     4(a)(2)

  

II-2

 

 

Date of

Transaction

 

Transaction type

(e.g. new issuance,

cancellation,

shares returned to

treasury) and all

under Section

4(a)(2) of the

Securities Act of

1933

 

Number of

Securities

Issued (or

cancelled) (1)

   Class of
Securities
  Value of
Securities issued
($/per share) at
Issuance
   Were the
Securities issued
at a discount to
market price at
the time of issuance?
(Yes/No)
 

Individual/

Entity Securities

were issued to

(entities must have

individual

with voting /

investment

control

disclosed).

 

Reason for

Securities

issuance (e.g. for

cash or debt

conversion) OR

Nature of

Services

Provided

(if

applicable)

 

Restricted or

Unrestricted

as of this

filing?

  Exemption
or Registration
Type?
8/15/2022  New   1,676   Common   247.35   Yes  Hudson Bay Master Fund Ltd.  Exercise of Series D warrants     4(a)(2)
                                
8/18/2022  New   3,113   Common   234.26   Yes  Armistice Capital Master Fund, Ltd.  Exercise of Series D warrants     4(a)(2)
                                
8/24/2022  New   1,475   Common   See footnote 2.   Yes  Hudson Bay Master Fund Ltd.  Conversion of preferred shares(2)     4(a)(2)
                                
01/05/2023  New   5,457(1)  Common   127.50   Yes  Altruis Benefits Consulting, Inc.  Acquisition     4(a)(2)
                                
1/17/2023  New   976(1)  Common   150.45   Yes  Joshua Paul Kushnereit  Acquisition     4(a)(2)
                                
2/13/2023  New   3,926(1)  Common   164.29   No  YES Americana Group, LLC  Conversion     3(a)(9)
                                
3/16/2023  New   9,120   Common   60.35   No  Armistice Capital Master Fund, Ltd.  Cash     4(a)(2)
                                
3/16/2023  New   52,800   Prefunded (Series E) Warrants exercisable @ $0.001 per share   60.33   No  Armistice Capital Master Fund, Ltd.  Cash     4(a)(2)
                                
3/16/2023  New   123,839   Common (Series F) Warrants exercisable @ $3.55 per share   2.13   No  Armistice Capital Master Fund, Ltd.  Cash     4(a)(2)
                                
4/03/2023  New   3,824   Common   44.71   No  New To The Street  Services     4(a)(2)
                                
5/18/2023  New   10,361   Common   69.19   No  Jonathan Fortman  Acquisition     4(a)(2)
                                
5/18/2023  New   10,361   Common   69.19   No  Zachary Fortman  Acquisition     4(a)(2)
                                
6/06/2023  New   1,763   Common   74.97   No  Maxim Partners LLC  Services     4(a)(2)
                                
06/20/2023  New   26   Common   76.50   No  Chad Champion  Services     4(a)(2)
                                
06/20/2023  New   776   Common   76.50   No  Sandstone Group Corp.  Services     4(a)(2)
                                
06/20/2023  New   233   Common   76.50   No  Newbridge Securities Corporation  Services     4(a)(2)
                                
7/7/2023  New   24   Common   42.50   Yes  Bitbean LLC  Services     4(a)(2)
                                
7/14/2023  New   4,310   Common   42.50   Yes  Hudson Bay Master Fund Ltd.  Exercise of Series B warrants     3(a)(9)
                                
10/11/2023  New   10,271   Common   41.14   No  Julie A. Blockey  Acquisition Earn-Out payment  Restricted  4(a)(2)
                                
12/06/2023  New   3,824   Common   27.88   No  New to the Street Group, LLC  Services  Restricted  4(a)(2)

 

II-3

 

 

Date of

Transaction

 

Transaction type

(e.g. new issuance,

cancellation,

shares returned to

treasury) and all

under Section

4(a)(2) of the

Securities Act of

1933

 

Number of

Securities

Issued (or

cancelled) (1)

   Class of
Securities
  Value of
Securities issued
($/per share) at
Issuance
   Were the
Securities issued
at a discount to
market price at
the time of issuance?
(Yes/No)
 

Individual/

Entity Securities

were issued to

(entities must have

individual

with voting /

investment

control

disclosed).

 

Reason for

Securities

issuance (e.g. for

cash or debt

conversion) OR

Nature of

Services

Provided

(if

applicable)

 

Restricted or

Unrestricted

as of this

filing?

  Exemption
or
Registration
Type?
12/08/2023  New   4,681   Common   20.57   No  Outside the Box Capital Inc.  Services  Restricted  4(a)(2)
                                
12/12/2023  New   247,678   Series G Warrants   See footnote(3)   No  Armistice Capital Master Fund, Ltd.  Inducement to exercise Series F Warrants  Restricted  4(a)(2)
                                
12/15/2023  New   17,647   Common   See footnote(4)   See footnote(4)  Hudson Bay Master Fund Ltd.  Inducement to exchange Series B Warrants  Restricted  3(a)(9)
                                
4/25/2024  New   30,029   Common   5.91   No  Julie A. Blockey  Acquisition Earn-Out payment     4(a)(2)
                                
5/21/2024  New   17,824   Common   5.61   No  Outside the Box Capital Inc.  Services  Restricted  4(a)(2)
                                
6/20/2024  New   39,569   Common   3.96   No  Armistice Capital Master Fund, Ltd.  In Exchange for Series B Common Stock Purchase Warrant  Restricted   
                               4(a)(2)
6/21/2024  New   192,236   Common   3.96   No   Armistice Capital Master Fund, Ltd.  In Exchange for Series G Common Stock Purchase Warrant  Restricted  4(a)(2)
                                
10/9/2024  New   6,667   Common   2.25   No  Simon Jacobson  Services  Restricted  4(a)(2)
                                
10/29/2024  New   70,032   Common Stock   2.35   No  Jonathan Spetner  Amendment to Stock Exchange Agreement  Restricted  4(a)(2)
                                
10/29/2024  New   70,032   Common Stock   2.35   No  Agudath Israel of America  Amendment to Stock Exchange Agreement  Restricted  4(a)(2)
                                
11/20/2024  New   72,464   Common   1.38   No  Outside the Box Capital Inc.  Service  Restricted  4(a)(2)
                                
2/20/2025  New   78,500   Common Stock   1.525   No  Jonathan Spetner  Amendment to Stock Exchange Agreement  Restricted  4(a)(2)
                                
2/20/2025  New   78,500   Common Stock   1.525   No  Agudath Israel of America  Amendment to Stock Exchange Agreement  Restricted  4(a)(2)
                                
3/25/2025  New   105,000   Common   1.35   No  Bitbean LLC  Services  Restricted  4(a)(2)
                                
5/30/2025  New   41,322   Common Stock   1.21   No  Outside the Box Capital, Inc.  Services  Restricted  4(a)(2)
                                
5/30/2025  New   82,645   Common Stock   1.21   No  Tie Out Investments, Inc.  Services  Restricted  4(a)(2)

 

(1) Gives effect to a 1:15 reverse stock split effective as of February 23, 2023 and a 1:17 reverse stock split effective as of June 28, 2024.
   
(2) Reflects sale of (i) warrants (the “Series B Warrants”) to purchase an aggregate of up to 38,353 shares of Common Stock originally (which has been increased from 38,353 to 78,431 shares of Common Stock as a result of the triggering of certain anti-dilution provisions contained in the Series B Warrants), (ii) an aggregate of 10,474 shares of Common Stock (the “Common Shares”), and (iii) 9,076 shares (the “Preferred Shares”) of the Company’s Series B Preferred Stock, initially convertible into an aggregate of 8,702 shares of Common Stock at a conversion price of $1,042.95 per share. The purchase price per Common Share and accompanying Series B Warrants was $1,042.95. The purchase price per Preferred Share and accompanying Series B Warrants was $1,000. The aggregate purchase price for the Common Shares, the Preferred Shares and the Warrants was approximately $20,000,000.
   
(3) Reflects issuance of Series G Warrants pursuant to Series F Inducement Agreement dated December 12, 2023 exercisable at an initial exercise price of $10.71, subsequently reset to $4.42 per share on May 10, 2024.
   
(4) Reflects issuance of Common Stock in exchange for 17,647 Series B Warrants pursuant to Exchange Offer of Warrants to Purchase Common Stock and Amendment dated December 12, 2023.

 

II-4

 

 

Item 16. Exhibits and Financial Statement Schedules

 

(a) The exhibits set forth below have been or are being filed herewith and are numbered in accordance with Item 601 of Regulation S-K.

 

(b) Financial statement schedules have been omitted, as the information required to be set forth therein is included in the consolidated financial statements or notes thereto incorporated by reference into the prospectus forming part of this registration statement.

 

Exhibit No.   Description
3.1   Articles of Incorporation of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) as amended through October 19, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)).
     
3.2   Bylaws of Eye on Media Network, Inc. (now, Reliance Global Group, Inc.) (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)).
     
3.3   Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated February 3, 2021 (incorporated herein by reference to Exhibit 3.9 to Amendment No. 4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 5, 2021 (SEC File No. 333-249381)).
     
3.4   Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated December 23, 2021 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2022 (SEC File No. 001-40020)).
     
3.5   Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated February 16, 2023 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 22, 2023 (SEC File No. 001-40020)).
     
3.6   Medigap Healthcare Insurance Agency LLC Formation and Assignment Documents (incorporated herein by reference to Exhibit 3.11 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2022 (SEC File No. 001-40020)).
     
3.7   Articles of Amendment to the Articles of Incorporation of Reliance Global Group, Inc. dated November 27, 2023 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on November 30, 2023 (SEC File No. 001-40020)).
     
3.8   Certificate of Amendment to the registrant’s Amended and Restated Articles of Incorporation, as amended, dated June 26, 2024 (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2024 (SEC File No. 001-40020)).
     
3.9   Amendment No. 1 to Bylaws (incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2025).
     
3.10   Articles of Amendment to Articles of Incorporation, as Amended, effective February 7, 2025 incorporated herein by reference to Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2025.
     
4.1   Form of Series C Warrant (incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)).
     
4.2   Form of Series D Warrant (incorporated herein by reference to Exhibit 4.2 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)).
     
4.3   Series G Common Stock Purchase Warrant dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Armistice Capital Master Fund Ltd. (incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023).
     
4.4   Form of Senior Indenture (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-3 (File No. 333-275190) filed on October 27, 2023).
     
4.5   Form of Subordinated Indenture (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-3 (File No. 333-275190) filed on October 27, 2023).
     
4.6   Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on June 23, 2025)
     
4.7   Form of Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on June 23, 2025)
     
4.8   Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on June 23, 2025)
     
5.1^   Opinion of Zarif Law Group P.C. as to the validity of the securities being registered
     
10.1   Securities Purchase Agreement between Reliance Global Group, Inc. and Nsure, Inc. dated February 19, 2020 (incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (SEC File No. 333-249381)).
     
10.2   Irrevocable Assignment & Acquisition Agreement between Reliance Global Holdings, LLC and Ezra Beyman effective as of June 3, 2020 (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 8, 2020 (File No. 333-249381)).

 

II-5

 

 

10.3   Lease between Coverage Consultants Unlimited, Inc. and Commercial Coverage Solutions, LLC dated August 17, 2020 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)).
     
10.4   Master Credit Agreement between Southwestern Montana Insurance Center, LLC and Oak Street Funding LLC dated April 3, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (Amendment No. 1) filed with the Securities and Exchange Commission on December 4, 2020 (File No. 333-249381)).
     
10.5†   Reliance Global Group Inc. 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)).
     
10.6   Amendment No. 1 to Securities Purchase Agreement between Nsure Inc. and Reliance Global Group, Inc. dated October 8, 2020 (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)).
     
10.7   Form of Warrant Agent Agreement between Reliance Global Group, Inc. and VStock Transfer, LLC (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (Amendment No. 3) filed with the Securities and Exchange Commission on January 28, 2021 (File No. 333-249381)).
     
10.8   Purchase Agreement among Kush Benefit Solutions, LLC, J.P. Kush and Associates, Inc. and Joshua Kushnereit dated May 12, 2021 (incorporated herein by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)).
     
10.9   Form of Securities Purchase Agreement among Reliance Global Group, Inc. and the investors identified on the signature pages thereto dated as of December 22, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)).
     
10.10   Form of Registration Rights Agreement 2021 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)).
     
10.11   Form of Series B Warrant (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)).
     
10.12   Form of Certificate of Designation for Series B Convertible Preferred Stock (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2021 (SEC File No. 001-40020)).
     
10.13   Asset Purchase Agreement between Reliance Global Group, Inc. and Medigap Healthcare Insurance Company, LLC and the sole member thereof entered into agreement as of December 21, 2021 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2022 (SEC File No. 001-40020)).
     
10.14   Form of Investor Exchange Agreement between Reliance Global Group, Inc. and the parties signatory to the agreement dated as of March 23, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)).
     
10.15   Form of Medigap Exchange Agreement between Reliance Global Group, Inc. and the parties signatory to the agreement dated as of March 23, 2022 (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 2022 (SEC File No. 001-40020)).
     
10.16   Asset Purchase Agreement between RELI Exchange, LLC and Barra & Associates, LLC dated April 26, 2022 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 2, 2022 (File Number 001-40020)).

 

II-6

 

 

10.17   Security Agreement between Medigap Healthcare Insurance Agency, LLC and Oak Street Funding LLC dated April 26, 2022 (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2022 (File Number 001-40020))
     
10.18†   Employment Agreement between Reliance Global Group, Inc. and Grant Barra dated April 26, 2022 Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2022 (File Number 001-40020))Ex. 10.3
     
10.19   Promissory Note issued by Reliance Global Group, Inc. to YES Americana Group LLC on September 13, 2022 (incorporated herein by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2022 (SEC File No. 001-40020)).
     
10.20   Amendment No. 1 to the Promissory Note between Reliance Global Group, Inc. and YES Americana Group, LLC, dated as of February 7, 2023 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 13, 2023 (SEC File No. 001-40020)).
     
10.21†   Promotion Letter by and between Reliance Global Group, Inc. and Joel Markovits dated as of December 28, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 4, 2023 (SEC File No. 001-40020)).
     
10.22   Securities Purchase Agreement, dated March 13, 2023, between Reliance Global Group, Inc. and Investor (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)).
     
10.23   Form of Warrant (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)).
     
10.24   Form of Pre-Funded Warrant (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)).
     
10.25   Form of Placement Agent Warrant (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)).
     
10.26   Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)).
     
10.27   Second Amendment to the Purchase Agreement, dated as of May 18, 2023, by and between Reliance Global Group, Inc., Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2023).
     
10.28   Confidential Settlement and Mutual General Release Agreement, dated as of June 30, 2023, by and among the registrant, Medigap Healthcare Insurance Agency, LLC, Pagidem, LLC f/k/a Medigap Healthcare Insurance Company, LLC, Joseph J. Bilotti, III, Kyle Perrin, Zachary Lewis, T65 Health Insurance Solutions, Inc. f/k/a T65 Health Solutions, Inc., and Seniors First Life, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 7, 2023).
     
10.29   Amendment #1 to the Purchase Agreement, dated as of September 29, 2023, by and between Reliance Global Group, Inc., Southwestern Montana Insurance Center, LLC, Southwestern Montana Financial Center, Inc., and Julie A. Blockey (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 4, 2023).
     
10.30†   Reliance Global Group Inc. 2023 Equity Incentive Plan (incorporated by reference to Appendix I to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on October 4, 2023 (File No. 001-40020)).
     
10.31   Inducement Offer to Extend Existing Warrants, dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Armistice Capital Master Fund Ltd. Blockey (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 13, 2023).

 

II-7

 

 

10.32   Inducement Offer to Exercise Series F Warrants to Subscribe for Common Shares, dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Armistice Capital Master Fund Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 13, 2023).
     
10.33   Exchange Offer of Warrants to Purchase Common Stock and Amendment, dated as of December 12, 2023, by and between Reliance Global Group, Inc. and Hudson Bay Master Fund Ltd. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on December 13, 2023).
     
10.34   Third Amendment to the Purchase Agreement, dated as of January 11, 2024, by and between Reliance Global Group, Inc., Fortman Insurance Services, LLC, Fortman Insurance Agency, LLC, Jonathan Fortman, and Zachary Fortman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 11, 2024).
     
10.35†   Executive Employment Agreement, dated January 25, 2024, between the Company and Ezra Beyman (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 31, 2024).
     
10.36   At Market Issuance Sales Agreement, dated February 15, 2024, by and between the registrant and EF Hutton LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 16, 2024).
     
10.37   Amended and Restated Stock Exchange Agreement by and among Reliance Global Group, Inc., Jonathan S. Spetner, Agudath Israel of America, and Spetner Associates, Inc., dated as of September 6, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 9, 2024).
     
10.38   Amendment No. 1 to Amended and Restated Stock Exchange Agreement by and among Reliance Global Group, Inc., Spetner Associates, Inc., Jonathan Spetner, and Agudath Israel of America, dated as of October 29, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 4, 2024).
     
10.39   Reliance Global Group, Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-284386) filed on January 21, 2025).
     
10.40   Amended No. 2 to Amended and Restated Stock Exchange Agreement by and among Reliance Global Group, Inc. Spenter Associates, Inc., Jonathan Spenter, and Agudath Israel of America, dated as of February 20, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 26, 2025).
     
10.41   Reliance Global Group, Inc. 2025 Equity Inventive Plan (incorporated by reference to Appendix I to the Definitive Proxy Statement on Schedule 14A filed on April 15, 2025).
     
10.42   Revolving Credit Facility Agreement, dated as of March 5, 2025, by and among the registrant and YES Americana Group, LLC (incorporated by reference to Exhibit 10.41 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2025).
     
10.43   Revolving Note issued by the registrant in favor of YES Americana Group, LLC on March 5, 2025 (incorporated by reference to Exhibit 10.42 to the registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 7, 2025).
     
10.44   Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on June 23, 2025)
     
10.45   Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on June 23, 2025)
     
10.46   Amendment No. 1 to the Revolving Credit Facility Agreement, dated June 24, 2025, by and among Reliance Global Group, Inc. and YES Americana Group, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on June 24, 2025).
     
10.47   Amendment No. 1 to the Revolving Note issued by Reliance Global Group, Inc. in favor of Yes Americana Group, LLC on June 24, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on June 24, 2025)
     
21.1   List of subsidiaries (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed on March 7, 2025).
     
23.1*   Consent of Urish Popeck & Co., LLC.
     
23.2*   Consent of Mazars USA LLP.
     
23.3*   Consent of Urish Popeck & Co., LLC for the Incorporation of the consolidated financial statements of Spetner Associates, Inc.
     
23.4^   Consent of Zarif Law Group P.C. (included in Exhibit 5.1)
     
24.1*   Power of Attorney (included on the signature page).

  

97.1†   Compensation Recovery Policy of Reliance Global Group, Inc., dated November 13, 2023 (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K/A filed on April 8, 2025).
     
101.INS*   Inline XBRL Instance Document
     
101.SCH*   Inline XBRL Taxonomy Extension Schema Document
     
101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB*   Inline XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase Document
     
104*   Cover Page Interactive Data File (embedded within the Inline XBRL document)
     
107*   Filing Fee Table.

 

* Previously filed
** Previously furnished
^ Filed herewith
Includes management contracts and compensation plans and arrangements

 

II-8

 

 

Item 17. Undertakings

 

(a) The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

  

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

II-9

 

 

(5) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(6) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

(8) The undersigned registrant hereby undertakes that:

 

(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

II-10

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lakewood, State of New Jersey, on July 2, 2025.

 

  RELIANCE GLOBAL GROUP, INC.
     
  By: /s/ Ezra Beyman
    Ezra Beyman
   

Chief Executive Officer

(Principal Executive Officer)

 

POWER OF ATTORNEY

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name   Position   Date
         
/s/ Ezra Beyman   Chief Executive Officer and Executive Chairman and Director    
Ezra Beyman   (Principal Executive Officer)   July 2, 2025
         

*

  Chief Financial Officer    
Joel Markovits   (Principal Financial and Accounting Officer)   July 2, 2025
         

*

  Director    
Alex Blumenfrucht       July 2, 2025
         

*

  Director    
Sheldon Brickman       July 2, 2025
         

*

  Director    
Ben Fruchtzweig       July 2, 2025
         

*

  Director    
Scott Korman       July 2, 2025

 

By: /s/ Ezra Beyman  
Name: Ezra Beyman  
Title: Attorney-in-Fact  

 

II-11