Reliance Global Group Issues Equity in Material Agreement Amendment

LAKEWOOD, NJ— Reliance Global Group, Inc. (NASDAQ:RELI), an insurance brokerage firm with a market capitalization of $2.55 million, has entered into an amendment to a significant stock exchange agreement, resulting in the issuance of additional shares of common stock. The company’s stock, which has declined 42% year-to-date and trades at $1.49, reflects significant market challenges. The amendment, which was executed on February 20, 2025, modifies the terms of an agreement initially dated September 6, 2024, and subsequently amended on October 29, 2024.According to InvestingPro analysis, RELI currently shows signs of being undervalued, though investors should note the company’s weak financial health score of 1.49 out of 5.

Under the terms of the amendment, Reliance Global Group has agreed to issue 78,500 shares of common stock to both Jonathan Spetner and Agudath Israel of America as a non-refundable deposit and a prepayment of a portion of the purchase price, totaling $239,425. This issuance is part of a larger transaction where the total purchase price for the first closing shares is set at $16,050,000, with a cash payment of $6,500,000 to be made to Mr. Spetner. The transaction comes at a time when the company faces financial challenges, with negative EBITDA of $2.23 million and a concerning debt-to-equity ratio of 4.81.

The agreement initially specified that all first payment shares would be issued solely to Mr. Spetner. However, the amendment now allows for the shares to be deemed as satisfying the company’s obligation to issue a portion of those shares to Mr. Spetner by instead issuing them to Agudath Israel of America.

Notably, the shares issued to both sellers will be retained as part of the payment for the first payment shares if the first closing occurs. These shares are non-refundable unless the closing is impeded by the actions of the sellers.

Additionally, on November 20, 2024, the company had issued 72,464 unregistered shares of common stock to Outside the Box Capital, Inc. These shares were issued in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(d) of Regulation D.

Following these issuances, as of February 20, 2025, Reliance Global Group has 2,869,869 shares of common stock issued and outstanding.

This report is based on a press release statement and provides a summary of the material definitive agreement amendment and unregistered sales of equity securities as disclosed by Reliance Global Group, Inc. in its recent SEC filing.

In other recent news, Reliance Global Group, Inc. has made a significant corporate move by increasing its authorized common stock to 2 billion shares. This decision, approved by the Board of Directors and stockholders, was disclosed in a recent SEC filing. The amendment to the company’s articles of incorporation raises the total number of authorized shares from 117,647,058 to 2,000,000,000, potentially allowing the company greater flexibility for growth initiatives or acquisitions. Additionally, during the company’s recent annual stockholder meeting, all five director nominees were elected, and the 2024 Omnibus Incentive Plan was approved. The meeting, initially scheduled for mid-December, was adjourned to the end of the month to allow more time for stockholder participation. The appointment of Urish Popeck & Co., LLC as the independent registered public accounting firm was also ratified. This series of decisions highlights the company’s ongoing efforts to engage its stockholders and strengthen its strategic position.

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