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.
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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) |
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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 @ $3.55 per share | 2.13 | No | Armistice Capital Master Fund, Ltd. | Cash | 4(a)(2) | ||||||||||||||
4/03/2023 | New | 3,824 | Common | 44.71 | No | New To The Street | Services | 4(a)(2) | ||||||||||||||
5/18/2023 | New | 10,361 | Common | 69.19 | No | Jonathan Fortman | Acquisition | 4(a)(2) | ||||||||||||||
5/18/2023 | New | 10,361 | Common | 69.19 | No | Zachary Fortman | Acquisition | 4(a)(2) | ||||||||||||||
6/06/2023 | New | 1,763 | Common | 74.97 | No | Maxim Partners LLC | Services | 4(a)(2) | ||||||||||||||
06/20/2023 | New | 26 | Common | 76.50 | No | Chad Champion | Services | 4(a)(2) | ||||||||||||||
06/20/2023 | New | 776 | Common | 76.50 | No | Sandstone Group Corp. | Services | 4(a)(2) | ||||||||||||||
06/20/2023 | New | 233 | Common | 76.50 | No | Newbridge Securities Corporation | Services | 4(a)(2) | ||||||||||||||
7/7/2023 | New | 24 | Common | 42.50 | Yes | Bitbean LLC | Services | 4(a)(2) | ||||||||||||||
7/14/2023 | New | 4,310 | Common | 42.50 | Yes | Hudson Bay Master Fund Ltd. | Exercise of Series B warrants | 3(a)(9) | ||||||||||||||
10/11/2023 | New | 10,271 | Common | 41.14 | No | Julie A. Blockey | Acquisition Earn-Out payment | Restricted | 4(a)(2) | |||||||||||||
12/06/2023 | New | 3,824 | Common | 27.88 | No | New to the Street Group, LLC | Services | Restricted | 4(a)(2) |
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Date of Transaction | Transaction type (e.g. new issuance, cancellation, shares returned to treasury) and all under Section 4(a)(2) of the Securities Act of 1933 | Number of Securities Issued (or cancelled) (1) | Class of Securities | Value of Securities issued ($/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. |
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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.
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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 |
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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.
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(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.
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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) |
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