Current Report Filing (8-k)
02 August 2022 - 11:56PM
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2022-08-02
2022-08-02
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2022-08-02
2022-08-02
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RELI:SeriesWarrantsToPurchaseSharesOfCommonStockParValue0.086PerShareMember
2022-08-02
2022-08-02
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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): August 2, 2022
RELIANCE
GLOBAL GROUP, INC.
(Exact
name of registrant as specified in charter)
Florida
(State
or other jurisdiction of incorporation)
001-40020 |
|
46-3390293 |
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
300
Blvd of the Americas, Suite 105, Lakewood, NJ |
|
08701 |
(Address
of principal executive offices) |
|
(Zip
Code) |
732-380-4600
(Registrant’s
telephone number including area code)
N/A
(Former
Name and Former Address)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) 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, $0.086 par value per share |
|
RELI
|
|
The
Nasdaq Capital Market
|
Series A Warrants to purchase shares of common stock, par value $0.086 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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02. Results of Operations and Financial Condition.
On August 2, 2022, Reliance
Global Group, Inc. (the “Company”), issued a press release announcing its expectation with respect to certain
of its unaudited financial results for the fiscal second quarter ended June 30, 2022, specifically for revenue for the second
quarter of 2022 to approximately double compared to the same period last year. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The
information in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed
to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Item 2.02
and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed incorporated by reference into
any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless
of any general incorporation language in such filing.
Item 7.01 Regulation FD Disclosure.
On August 2, 2022, the
Company reported its expectations with respect to certain of its unaudited results for the fiscal second quarter ended June 30, 2022.
The information furnished
pursuant to this Item 7.01 of this Current Report on Form 8-K, shall not be considered “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2)
of the Securities Act of 1933, as amended, nor shall it be incorporated by reference into any filing with the U.S. Securities and Exchange
Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such
filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibit is furnished with this Current Report on Form 8-K.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
August 2, 2022 |
RELIANCE GLOBAL GROUP, INC. |
|
|
|
By:
|
/s/
Ezra Beyman |
|
|
Name:
Ezra Beyman |
|
|
Title:
Chief Executive Officer |
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