As
filed with the Securities and Exchange Commission on May 20, 2024
Registration No. 333-276536
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
Pre-Effective
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 |
|
524210 |
|
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:
Laura
Anthony, Esq.
Craig
D. Linder, Esq.
Anthony,
Linder & Cacomanolis, PLLC
1700 Palm Beach Lakes Blvd, Suite 820
West
Palm Beach, FL 33401
(561)
514-0936
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.
The
information in this preliminary prospectus is not complete and may be changed. The selling securityholder may not sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an
offer to sell these securities, and it is not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale
is not permitted.
| PRELIMINARY
PROSPECTUS |
|
SUBJECT
TO COMPLETION |
|
DATED
MAY 20, 2024 |
Reliance
Global Group, Inc.
4,210,528
Shares of Common Stock Issuable Upon Exercise of Series G Warrants
__________________
This
prospectus covers the sale of an aggregate of up to 4,210,528 shares (the “shares”) of our common stock, $0.086 par value
per share (the “common stock”) by one selling securityholder identified in this prospectus (together with any of the holder’s
transferees, pledgees, donees or successors, the “Selling Securityholder”) issuable upon the exercise of 4,210,528 Series
G warrants (the “Series G Warrants”). The Series G Warrants were issued to the selling securityholder in a private placement
transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
pursuant to a Series F Inducement Agreement dated December 12, 2023 (the “Series F Inducement Agreement”). Each Series G
Warrant will entitle the holder to purchase one share of common stock at an exercise price of $0.26 per share. We are registering
the resale of the shares of common stock covered by this prospectus as required by the Series F Inducement Agreement we entered into
with the selling securityholder. For purposes of this prospectus, we have assumed an exercise price under the Series G Warrants of $0.26
per share.
The
Company will not receive any proceeds from the sale by the Selling Securityholder of the shares, however, we will receive proceeds from
the exercise of the Series G Warrants if it is exercised for cash. We intend to use those proceeds, if any, for general corporate purposes.
We are paying the cost of registering the shares covered by this prospectus as well as various related expenses, including with regard
to compliance with state securities or “blue sky” laws. The Selling Securityholder is responsible for all selling commissions,
transfer taxes and other costs related to the offer and sale of the shares.
Sales
of the shares by the Selling Securityholder may occur at fixed prices, at market prices prevailing at the time of sale, at prices related
to prevailing market prices, or at negotiated prices. The Selling Securityholder may sell shares to or through underwriters, broker-dealers
or agents, who may receive compensation in the form of discounts, concessions or commissions from the Selling Securityholder, the purchasers
of the shares, or both. If required, the number of shares to be sold, the public offering price of those shares, the names of any underwriters,
broker-dealers or agents and any applicable commission or discount will be included in a supplement to this prospectus, called a prospectus
supplement. Because all of the shares offered under this prospectus are being offered by the Selling Securityholder, we cannot currently
determine the price or prices at which the shares may be sold under this prospectus.
Our
common stock is currently quoted on the Nasdaq Capital Market under the symbol “RELI”. On May 17, 2024, the last
reported sale price per share of our common stock on the Nasdaq Capital Market was $0.3128. You are urged to obtain current market
quotations for our common stock.
Our
principal executive offices are located at 300 Blvd. of the Americas, Suite 105, Lakewood, NJ 08701.
Investing
in our securities involves risks. You should carefully consider the Risk Factors beginning on page
5 of this prospectus before you make an investment in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is May [__], 2024.
TABLE
OF CONTENTS
No
dealer, salesperson or other individual has been authorized to give any information or to make any representation other than those contained
in this prospectus in connection with the offer made by this prospectus and, if given or made, such information or representations must
not be relied upon as having been authorized by us or the selling securityholder. This prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any securities in any jurisdiction in which such an offer or solicitation is not authorized or in
which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer
or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in our affairs or that information contained herein is correct as of any time subsequent to the date hereof.
For
investors outside the United States: We have not and the selling securityholder have not done anything that would permit this offering
or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United
States. Persons outside the United States who come into possession of this prospectus must inform themselves, and observe any restrictions
relating to, the offering of the shares of our common stock and the distribution of this prospectus outside the United States.
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking
statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual
results could differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described
in our “Prospectus Summary,” “Use of Proceeds,” and “Risk Factors” sections. In some cases, you can
identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,”
“depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,”
“plan,” “potential,” “predict,” “project,” “should,” “will,”
“would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain
those words. These statements relate to future events or our future financial performance or condition and involve known and unknown
risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievement to differ
materially from those expressed or implied by these forward-looking statements.
You should read this prospectus, including
the section titled “Risk Factors,” completely and with the understanding that our actual results may differ materially
from what we expect as expressed or implied by our forward-looking statements. Furthermore, if our forward-looking statements prove to
be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should
not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in
any specified time frame, or at all.
These forward-looking statements represent
our estimates and assumptions only as of the date of this prospectus regardless of the time of its delivery or any sale of our common
stock. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as
a result of new information, future events or otherwise after the date of this prospectus. All subsequent forward-looking statements
attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained
or referred to herein.
PROSPECTUS
SUMMARY
This
summary highlights certain information about us, this offering, and selected information contained in this prospectus. This summary is
not complete and does not contain all of the information that you should consider before deciding whether to invest in our common stock.
For a more complete understanding of the Company and this offering, we encourage you to read and consider the more detailed information
in this prospectus, including “Risk Factors” and the financial statements and related notes. Unless the context requires
otherwise, references to “Company,” “we,” “us” or “our” refer to Reliance Global Group,
Inc., a Florida corporation and its subsidiaries.
Business
Overview
Reliance
Global Group, Inc. (the “Company”) (formerly known as Ethos Media Network, Inc.) was incorporated in Florida on August 2,
2013. In September 2018, Reliance Global Holdings, LLC, a related party (“Reliance Holdings”), purchased a controlling interest
in the Company. Ethos Media Network, Inc. was renamed Reliance Global Group, Inc. on October 18, 2018.
We
operate as a company managing assets in the insurance markets, as well as other related sectors under the RELI Exchange umbrella. Our
focus is to grow the Company by pursuing an aggressive acquisition strategy, initially and primarily focused upon wholesale and retail
insurance agencies. We are led and advised by a management team that offers over 100 years of combined business expertise in insurance,
real estate and the financial service industry.
In
the insurance sector, our management has extensive experience acquiring and managing insurance portfolios in several states, as well
as developing specialized programs targeting niche markets. Our primary strategy is to identify specific risk to reward arbitrage opportunities
and develop these on a national platform, thereby increasing revenues and returns, and then identify and acquire undervalued wholesale
and retail insurance agencies with operations in growing or underserved segments, expand and optimize their operations, and achieve asset
value appreciation while generating interim cash flows.
As
part of our growth and acquisition strategy, we remain active in M&A markets and anticipate completing insurance agency/brokerage
transactions throughout the course of 2024 and beyond. As of December 31, 2023 we have acquired nine insurance
agencies. During 2022, the Company acquired Barra & Associates, LLC., an unaffiliated full-service insurance agency, which
we rebranded to RELI Exchange and expanded its footprint nationally. Additionally, we’re implementing our ‘OneFirm’
vision and strategy, which brings together our individual agencies under the single umbrella of the RELI Exchange to operate as one cohesive
unit. This initiative is intended to create cross-selling and cross talent sharing opportunities for our agents and agency partners and
we believe it will enhance our market presence across the U.S., fortify our relationships with carriers, enabling us to realize more
profitable commission and bonus contracts due to expected increases in business volume and offer substantial benefits and efficiencies
to both our agents and their clients, our shareholders, and our financial performance.
The
Company also developed and launched 5MinuteInsure.com (“5MI”), a proprietary direct to consumer InsurTech platform which
went live during the summer of 2021. 5MI is a business to consumer website which enables consumers to compare and purchase car and home
insurance in a time efficient and effective manner. The platform is currently live in 44 states and offers coverage with more than
30 insurance carriers. As part of the evolution of our InsurTech platform and our efforts to enhance the value proposition of the RELI
Exchange platform, we recently launched the proprietary RELI Exchange Client Referral Portal (CRP), designed to help streamline the referral
process, increase closure rates among agency partners and establish and strengthen connections with a range of professional service providers,
including real estate agents, car dealerships, and mortgage brokers. These professionals frequently interact with clients in need of
insurance products. Using this new feature, agency partners are able to generate a unique affiliate link for each referral partner, making
the process straightforward for the referral partner’s clients to access and purchase insurance services from a specific RELI Exchange
agency partner.
Over
the next 12 months, we plan to expand and grow our footprint and market share both through organic growth, and by expansion through additional
acquisitions in various insurance markets.
Our
competitive advantage includes the ability to:
| ● |
Scale
to compete at a national level. |
| ● |
Capitalize
on the consumer shift to ‘online’ with the personal touch of an agent, as the only InsurTech company with this combination. |
| ● |
Leverage
proprietary agency software and automation to compare carrier prices, for competitive renewal pricing. |
| ● |
Employ
an empowered and scalable insurance agency model. |
| ● |
Leverage
technology that facilitates comparing carriers for the best prices. |
The
RELI Exchange B2B InsurTech platform and partner network for insurance agents and agencies also:
| ● |
Boast
being the only white label insurance brokerage agency – New agents can have a multi-million dollar agency look on day one,
with a full suite of back office support (licensing, compliance, etc.). |
| ● |
Combines
the low barriers to entry of an agency network, with state-of-the-art tech. |
| ● |
Builds
on the artificial intelligence and data mining backbone of 5MinuteInsure.com |
| ● |
Is
designed to provide instant and competitive insurance quotes from more than thirty insurance carriers nationwide. |
| ● |
Reduces
back-office burden and expenses by eliminating paperwork. |
| ● |
Provides
agents more time to focus on selling policies. |
In
addition, we have a vast mentorship program behind the scenes, to keep sales teams active. Once people are registered, we enroll them
in our mentorship program, and coach them to bring new business.
RELI
Exchange is a complete, private label system where agents have more flexibility in how they choose to brand themselves, compared to competitor
platforms that require agents to work under the platform’s brand name. In effect, agents have a greater sense of ownership on our
platform, and the feeling that comes with a well-financed agency.
Our
best-in-class product offerings include the following:
| |
1) |
An
agency partner contract |
| |
|
|
| |
2) |
An
agent / pro contract |
Our
value proposition is that we’re giving people a complete, white label business. Agents have a fast and easy website presence, get
contracts with carriers they wouldn’t normally access, and they can get paid for referrals.
Risks
Relating to Our Business
We
have been expanding our business by acquiring wholesale and retail insurance agencies in select markets in the U.S. In addition, we operate
the RELI Exchange and 5MinuteInsure.com, proprietary internet based platforms we developed as business to business or business to consumer
portals enabling agents and consumers to compare quotes from multiple carriers and sell and purchase their auto, home and life insurance
coverage in a time efficient and effective manner. Our business and ability to execute our business strategy are subject to a number
of risks of which you should be aware before you decide to buy our common stock. In particular, you should consider the risks discussed
in detail in the section entitled “Risk Factors” including but not limited to:
| ● |
We
may experience significant fluctuations in our quarterly and annual results. |
| |
|
| ● |
We
have limited resources and there is significant competition for business combination opportunities. Therefore, we may not be able
to acquire other assets or businesses. |
| |
|
| ● |
We
may be unable to obtain additional financing, if required, to complete an acquisition, or for our operations and growth of existing
and target business, which could compel us to restructure a potential business transaction or abandon a particular business combination. |
| ● |
Our
cash and cash equivalents that we use to meet our working capital and operating expense needs are held in deposit accounts that could
be adversely affected if the financial institution holding such funds fail. |
| |
|
| ● |
Our
inability to retain or hire qualified employees, as well as the loss of any of our executive officers, could negatively impact our
ability to retain existing business and generate new business. |
| |
|
| ● |
Our
growth strategy depends, in part, on the acquisition of other insurance intermediaries, which may not be available on acceptable
terms in the future or which, if consummated, may not be advantageous to us. |
| |
|
| ● |
The exercise of all or any number of outstanding Series
G Warrants may dilute your holding of shares of our common stock |
| |
|
| ● |
A
cybersecurity attack, or any other interruption in information technology and/or data security and/or outsourcing relationships,
could adversely affect our business, financial condition and reputation. |
| |
|
| ● |
Rapid
technological change may require additional resources and time to adequately respond to dynamics, which may adversely affect our
business and operating results. |
| |
|
| ● |
Changes
in data privacy and protection laws and regulations, or any failure to comply with such laws and regulations, could adversely affect
our business and financial results. |
| |
|
| ● |
Because
our insurance business is highly concentrated in certain states, adverse economic conditions, natural disasters, or regulatory changes
in these states could adversely affect our financial condition. |
| |
|
| ● |
If
we fail to comply with the covenants contained in certain of our agreements, our liquidity, results of operations and financial condition
may be adversely affected. |
| |
|
| ● |
Certain
of our agreements contain various covenants that limit the discretion of our management in operating our business and could prevent
us from engaging in certain potentially beneficial activities. |
| |
|
| ● |
We
may experience increased competition from insurance companies, technology companies and the financial services industry, as well
as the shift away from traditional insurance markets. |
| |
|
| ● |
Risks
related to our lack of knowledge in distant geographic markets. |
| |
|
| ● |
We
compete in a highly regulated industry, which may result in increased expenses or restrictions on our operations. |
| |
|
| ● |
We
are subject to a variety of federal, state and international laws and other obligations regarding data protection. |
| |
|
| ● |
Changes
in tax laws could materially affect our financial condition, results of operations and cash flows. |
| |
|
| ● |
Expectations
of our company relating to environmental, social and governance factors may impose additional costs and expose us to new risks. |
Corporate
Information
We
were formed under the name Ethos Media Network, Inc. in Florida on August 2, 2013. In September 2018, Reliance Global Holdings, LLC,
a related party, purchased a controlling interest in our company. Ethos Media Network, Inc. changed its name to Reliance Global Group,
Inc. on October 18, 2018. Our principal executive offices are located at 300 Blvd. of the Americas, Suite 105, Lakewood, NJ 08701. Our
website is located at www.relianceglobalgroup.com and our telephone number is (732) 380-4600. Information found on, or accessible through,
our website is not a part of, and is not incorporated into, this prospectus, and you should not consider it part of the prospectus.
THE
OFFERING
We
are registering for resale by the selling securityholder named herein the 4,210,528 shares as described below:
| Common
stock to be issued upon exercise of Series G Warrants |
|
4,210,528
shares of common stock issuable upon exercise of the Series G Warrants. |
| |
|
|
| Offering
price |
|
The
selling securityholder may sell all or a portion of its shares through public or private transactions at prevailing market prices
or at privately negotiated prices. |
| |
|
|
| Common
stock outstanding prior to exercise of Series G Warrants |
|
8,535,591
shares of common stock(1) |
| |
|
|
| Common
stock to be outstanding assuming exercise of the Series G Warrants |
|
12,746,119 shares
of common stock. |
| |
|
|
| Terms
of the Series G Warrants |
|
Series
G Warrants. Each Series G Warrant is exercisable for one share of common stock at
an exercise price of $0.26 per share.
In
the event that there is no effective registration statement registering the shares underlying the Series G Warrant, then, under certain
circumstances, the Series G Warrants may be exercised by means of a “cashless exercise” at the holder’s option,
such that the holder may use the appreciated value of the Series G Warrants (the difference between the market price of the underlying
shares of common stock and the exercise price of the underlying Series G Warrants) to exercise the warrants without the payment of
any cash. |
| |
|
|
| Use
of proceeds |
|
We
will not receive any of the proceeds from the sale by the selling securityholder of 4,210,528 shares of common stock being registered
hereby. However, we expect to receive approximately $1,094,737 in gross proceeds assuming the cash exercise of all of the
Series G Warrants by the selling securityholder to purchase the 4,210,528 shares of common stock being registered hereby at an exercise
price of $0.26 per share of common stock. However, in the event the Series G Warrants may be exercised on a cashless basis,
we would not expect to receive any gross proceeds from the cash exercise of those warrants. We intend to use any net proceeds from
the cash exercise of these warrants for working capital to grow the Company, debt payments, and general corporate purposes. |
| |
|
|
| Risk
factors |
|
Investing
in our securities involves a high degree of risk. See the information contained in or incorporated by reference under the heading
“Risk Factors” in this prospectus and in the documents incorporated by reference into this prospectus and any
free writing prospectus that we authorize for use. |
| |
|
|
| Dividend
policy |
|
We
have never paid dividends on our common stock and do not anticipate paying any dividends for the foreseeable future. |
| |
|
|
| Market
symbol and trading |
|
Our
common stock is listed on the Nasdaq Capital Market under the symbol “RELI.” |
| (1) |
The
number of shares of common stock expected to be outstanding after this offering is based on 8,535,591 shares of common stock
outstanding as of May 17, 2024, and excludes: |
| ● |
1,048,601
shares of common stock issuable upon the exercise of warrants outstanding as of May 17, 2024, with a weighted average exercise
price of $2.03 per share; and |
| |
|
| ● |
10,928
shares of common stock issuable upon the exercise of options outstanding as of December 31, 2023, with a weighted average exercise
price of $232.55 per share. |
RISK
FACTORS
Our
business is influenced by many factors that are difficult to predict and that involve uncertainties that may materially affect operating
results, cash flows, and financial condition. Before making an investment decision, you should carefully consider these risks, including
those described below and those set forth in the “Risk Factors” section of our most recent Annual Report on Form 10-K
filed with the SEC, as revised or supplemented by our Quarterly Reports on Form 10-Q filed with the SEC since the filing of our most
recent Annual Report on Form 10-K, all of which are incorporated by reference into this prospectus. You should also carefully consider
any other information we include or incorporate by reference in this prospectus or include in any applicable prospectus supplement. Each
of the risks described in these sections and documents could materially and adversely affect our business, financial condition, results
of operations and prospects, and could result in a partial or complete loss of your investment.
The exercise of all or any number
of outstanding Series G Warrants may dilute your holding of shares of our common stock.
We have issued 4,210,528 Series G
Warrants providing for the right to purchase 4,4210,528 shares of our common stock at an initial exercise price of $0.6562 per share
which price was reduced to $0.26 per share effective as of May 10, 2024 pursuant to a price reset provision provided for in the Series G Warrants
as a result of the Company’s issuance of shares of its Common Stock pursuant to the ATM. Our shareholders could be subject to increased
dilution upon the exercise of the Series G Warrants. In addition, the exercise of the Series G Warrants and the subsequent sale of shares
of common stock issued thereby, could have an adverse effect on the market for our common stock, including the price that a shareholder
could obtain for their shares. Further, our shareholders may experience dilution in the value of their investment in our common stock
upon the exercise of the Series G Warrants.
The number of shares of common
stock which are registered, including the shares to be issued upon exercise of our Series G Warrants, is significant in relation to our
currently outstanding common stock and could cause downward pressure on the market price for our common stock.
The number of shares of common stock
registered for resale upon exercise of our outstanding Series G Warrants is significant in relation to the number of shares of common
stock currently outstanding. If the Selling Securityholder determines to sell a substantial number of shares into the market at any given
time, there may not be sufficient demand in the market to purchase the shares without a decline in the market price for our common stock.
Moreover, continuous sales into the market of a number of shares in excess of the typical trading volume for our common stock, or even
the availability of such a large number of shares, could depress the trading market for our common stock over an extended period of time.
USE
OF PROCEEDS
We
are registering 4,210,528 shares of common stock for resale by the selling securityholder. We will not receive any proceeds from the
sale of the shares offered by this prospectus.
However,
we expect to receive approximately $1,094,737
in gross proceeds assuming the cash exercise of all of the Series G Warrants by the selling securityholder to purchase
the 4,210,528 shares of common stock being registered hereby by the selling securityholder at an exercise price of $0.26
per share of common stock. However, in the event the Series G Warrants may be exercised on a cashless basis, we would not expect to
receive any gross proceeds from the cash exercise of those warrants. We intend to use any net proceeds from the cash exercise of
these warrants for working capital to grow the Company, debt payments, and general corporate purposes.
DIVIDEND
POLICY
We
have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends on our
common stock for the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business.
Any future determination to pay dividends on our common stock will be at the discretion of our board of directors (the “Board”)
and will depend upon, among other factors, our results of operations, financial condition, capital requirements and any contractual restrictions.
SELLING
SECURITYHOLDER
We
have prepared this prospectus to allow Armistice Capital Master Fund Ltd., as selling securityholder, to offer for resale, from time
to time, up to 4,210,528 shares of our common stock, of which up to 4,210,528 shares are issuable upon the exercise of 4,210,528 Series
G Warrants (as defined below) held by the selling securityholder. We issued the Series G Warrants to the selling security holder pursuant
to the Series F Inducement Agreement discussed below. The Series F Inducement Agreement was entered into in conjunction with an Inducement
Offer to Extend Existing Warrants, an Exchange Agreement and an Inducement Offer to Exercise Series F Warrants to Subscribe for Common
Stock, each described and defined below.
Inducement
Offer to Extend Existing Warrants and Exchange Agreement. As previously reported by the Company, on or around December 22, 2021,
it entered into a securities purchase agreement (the “December 2021 Purchase Agreement”) with accredited investors (“accredited
investors”) pursuant to which the Company issued those accredited investors certain Series B common stock purchase warrants (the
“Series B Warrants”) amongst other securities. On December 12, 2023, the Company entered into that certain Inducement Offer
to Extend Existing Warrants with accredited investors (the “Inducement Offer to Extend Existing Warrants”), pursuant to which
(i) the Company extended the expiration date of the remaining Series B Warrants held by accredited investors to December 28, 2028 and
(ii) accredited investors waived a restriction in the December 2021 Purchase Agreement such that the Company will be permitted to consummate
an “at-the-market offering” with a registered broker-dealer, whereby such registered broker-dealer is acting as principal
or agent in the purchase of shares (the “ATM”) of the Company’s common stock from the Company after sixty (60) days
following December 14, 2023. Further, on December 12, 2023, the Company entered into that certain Exchange Offer of Warrants to Purchase
Common Stock and Amendment with an accredited investor (the “Exchange Agreement”), pursuant to which accredited investor
will exchange its remaining Series B Warrants to purchase 300,000 shares of Common Stock for 300,000 shares of Common Stock (the “Exchange
Shares”).
Inducement
Offer to Exercise Series F Warrants to Subscribe for Common Stock. As previously reported by the Company, on or around March
13, 2023, the Company entered into a securities purchase agreement (the “March 2023 Purchase Agreement”) with an accredited
investor, pursuant to which the Company issued Series F common stock purchase warrants (the “Series F Warrants”) amongst
other securities. On December 12, 2023, the Company entered into that certain Inducement Offer to Exercise Series F Warrants to Subscribe
for Common Shares with the accredited investor (the “Series F Inducement Agreement”), pursuant to which (i) the Company agreed
to lower the exercise price of the Series F Warrants to $0.6562 per share (which is equal to the Nasdaq minimum price) (the “Nasdaq
Minimum Price”) and (ii) the accredited investor agreed to exercise the Series F Warrants to purchase 2,105,264 shares of Common
Stock into 2,105,264 shares of Common Stock (the “Exercise Shares”) by payment of the aggregate exercise price of approximately
$1,381,474 (gross proceeds before expenses, including but not limited to EF Hutton LLC, who acted as placement agent in connection therewith).
The closing occurred on December 14, 2023 (such closing date shall be referred to herein as the “Closing Date”). The Exercise
Shares were all exercised, resulting in the issuance of 371,000 shares, and 1,734,264 shares held in abeyance due to the beneficial ownership
limitations in the Series F Inducement Agreement. The shares held in abeyance were issued during March and April of 2024 when the beneficial ownership
limitations were no longer applicable. From December 12, 2023, until sixty (60) days after the Closing Date, neither the Company
nor any subsidiary of the Company shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of
any Common Stock or Common Stock equivalents (subject to customary carve outs for certain exempt issuances) or (ii) file any registration
statement or any amendment or supplement to any existing registration statement (other than the Resale Registration Statement related
to the Series G Warrants discussed below or any prospectus supplement to reflect the transactions contemplated hereby). The Series F
Inducement Agreement also contains customary representations, warranties, closing conditions, and restrictive covenants.
Series
F Inducement Agreement. On December 12, 2023, the Company entered into a Series F Inducement Agreement with the selling
securityholder, which is an institutional accredited investor (the “Series F Inducement Agreement”), whereby, among
other things, the Company issued a new unregistered Series G common share purchase warrant (“Series G Warrant”) pursuant
to Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”), to purchase 4,210,528 shares of Common
Stock at an initial exercise price equal to $0.6562. The Series G Warrant is not exercisable until the Company obtains the approval
of a sufficient amount of holders of its common stock to satisfy the shareholder approval requirements for such action as provided
in Nasdaq Rule 5635(e), to effectuate the issuance of all shares of common stock underlying the Series G Warrant (the
“Shareholder Approval”). The Company held a special meeting of its shareholders on April 3, 2024
for the purpose of obtaining the Shareholder Approval as previously reported in the Company’s Form 8-K filed
with the SEC on April 3, 2024. The Company is required to file a registration statement (the “Resale
Registration Statement”) within 45 calendar days of the Closing Date providing for the resale of the common stock underlying
the Series G Warrant (the “Series G Warrant Shares”) by the holders of the Series G Warrant. The Company agreed to use
commercially reasonable efforts to cause the Resale Registration Statement to become effective within 90 calendar days following the
Closing Date and agreed to use commercially reasonable efforts to keep the Resale Registration Statement effective at all times
until the earlier of (i) no holder owns any Series G Warrant or Series G Warrant Shares or (ii) the Series G Warrant Shares may be
sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in
compliance with the current public information requirement under Rule 144. If the Company issues its common stock pursuant to an ATM
for consideration per share less than the exercise price in effect under the Series G Warrant, then the exercise price of the Series
G Warrant will be adjusted to such lower price. Pursuant to the foregoing ATM reset provision, the adjusted effective exercise
price of the Series G Warrant was reduced to $0.26 effective as of May 10, 2024 pursuant to a price reset provision provided for in
the Series G Warrants as a result of the Company’s issuance of shares of its Common Stock pursuant to the ATM.
If
at the time of exercise of the Series G Warrants there is no effective registration statement registering, or the prospectus contained
therein is not available for the resale of the Warrant Shares by the selling securityholder, the Series G Warrants may be exercised by
means of a “cashless exercise” at the holder’s option, such that the holder may use the appreciated value of the Series
G Warrants (the difference between the market price of the underlying shares of common stock and the exercise price of the underlying
Series G Warrants) to exercise the warrants without the payment of any cash.
The
selling securityholder listed in the table below may from time to time offer and sell any or all shares of our common stock set forth
below pursuant to this prospectus. When we refer to “selling securityholder” in this prospectus, we mean the person listed
in the table below, and the pledgees, donees, permitted transferees, assignees, successors and others who later come to hold any of the
selling securityholder’ interests in shares of our common stock other than through a public sale.
The
following table sets forth, as of the date of this prospectus, the name of the selling securityholder for whom we are registering shares
for resale to the public, and the number of such shares that each such selling securityholder may offer pursuant to this prospectus.
Applicable percentages are based on shares of common stock outstanding on May 17, 2024.
Under
the terms of the Series G Warrants held by the selling securityholder, the selling securityholder may not exercise any such warrants
to the extent such exercise would cause such selling securityholder, together with its affiliates and attribution parties, to beneficially
own a number of shares of common stock which would exceed 4.99%, of our then outstanding common stock following such exercise, excluding
for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The
number of shares in the table below do not reflect this limitation. The selling securityholder may sell all, some or none of their shares
in this offering. See “Plan of Distribution.”
We
cannot advise as to whether the selling securityholder will in fact sell any or all of such shares. In addition, the selling securityholder
may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time,
the shares in transactions exempt from the registration requirements of the Securities Act after the date on which they provided the
information set forth on the table below.
| | |
| |
| |
| |
Shares beneficially owned after this Offering(2) |
| Selling securityholder (1) | |
Number of Shares
beneficially owned
before this offering | |
Percentage of
Common Stock
Owned Before
this Offering | |
| Number of Shares of
Common Stock
Offered in this
Offering | | |
| Number of
Shares | | |
| Percentage of total
outstanding
common stock | |
| Armistice Capital, LLC(3) | |
5,077,195 | |
37.30 | % |
| 4,210,528 | | |
| 866,667 | | |
| 6.37 | % |
| (1) |
If
required, information about other selling securityholder, except for any future transferees, pledgees, donees or successors of the
Selling Stockholder named in the table above, will be set forth in a prospectus supplement or amendment to the registration statement
of which this prospectus is a part. Additionally, post-effective amendments to the registration statement will be filed to disclose
any material changes to the plan of distribution from the description contained in the final prospectus. |
| |
|
| (2) |
Assumes
all shares offered by the selling securityholder hereby are sold and that the selling securityholder buys or sells no additional
shares of common stock prior to the completion of this offering. |
| |
|
| (3) |
The securities consist of warrants directly held by Armistice
Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”) and may be deemed to be beneficially
owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven
Boyd, as the Managing Member of Armistice Capital. Warrants are subject to a beneficial ownership limitation of 4.99%,
which such limitation restrict the Selling Stockholder from exercising or releasing that portion of warrant that would
result in the Selling Stockholder and its affiliates owning, after exercise or release, a number of shares of common stock in excess
of the beneficial ownership limitation. The address of Armistice Capital, LLC is 510 Madison Avenue, 7th Floor, New York,
NY 10022. As of the date of this filing, Master Fund currently holds: |
| |
(I) |
Series B Warrants, subject to a 4.99% blocker, exercisable
into 866,667 shares of the Company’s common stock, and |
| |
(II) |
Series G Warrants, subject to a 4.99% blocker,
exercisable into 4,210,528 shares of the Company’s common stock. |
PLAN
OF DISTRIBUTION
We
are registering the shares of common stock held by the selling securityholder and issuable upon exercise of the Series G Warrants by
the selling securityholder to permit the resale of these shares of common stock by the selling securityholder from time to time after
the date of this prospectus. We will not receive any of the proceeds from the sale by the selling securityholder of the shares of common
stock, although we will receive the exercise price of any Series G Warrants not exercised by the selling securityholder on a cashless
exercise basis. We will bear all fees and expenses incident to our obligation to register the shares of common stock.
The
selling securityholder may sell all or a portion of the shares of common stock held by such selling securityholder and offered hereby
from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through
underwriters or broker-dealers, the selling securityholder will be responsible for underwriting discounts or commissions or agent’s
commissions. The shares of common stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time
of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which
may involve crosses or block transactions, pursuant to one or more of the following methods:
| ● |
on
any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale; |
| |
|
| ● |
in
the over-the-counter market; |
| |
|
| ● |
in
transactions otherwise than on these exchanges or systems or in the over-the-counter market; |
| |
|
| ● |
through
the writing or settlement of options, whether such options are listed on an options exchange or otherwise; |
| |
|
| ● |
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| |
|
| ● |
block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction; |
| |
|
| ● |
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| |
|
| ● |
an
exchange distribution in accordance with the rules of the applicable exchange; |
| |
|
| ● |
privately
negotiated transactions; |
| |
|
| ● |
short
sales made after the date the Registration Statement is declared effective by the SEC; |
| |
|
| ● |
broker-dealers
may agree with a selling securityholder to sell a specified number of such shares at a stipulated price per share; |
| |
|
| ● |
a
combination of any such methods of sale; and |
| |
|
| ● |
any
other method permitted pursuant to applicable law. |
The
selling securityholder may also sell shares of common stock under Rule 144 promulgated under the Securities Act of 1933, as amended,
if available, rather than under this prospectus. In addition, the selling stockholder may transfer the shares of common stock by other
means not described in this prospectus. If the selling stockholder effect such transactions by selling shares of common stock to or through
underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts,
concessions or commissions from the selling securityholder or commissions from purchasers of the shares of common stock for whom they
may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers
or agents may be in excess of those customary in the types of transactions involved. The selling securityholder may, from time to time,
pledge or grant a security interest in some or all of the warrants or shares of common stock owned by the selling securityholder and,
if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common
stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision
of the Securities Act amending, if necessary, the list of selling securityholder to include the pledgee, transferee or other successors
in interest as selling securityholder under this prospectus. The selling securityholder also may transfer and donate the shares of common
stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.
To
the extent required by the Securities Act and the rules and regulations thereunder, the selling stockholder and any broker-dealer participating
in the distribution of the shares of common stock will be deemed to be “underwriters” within the meaning of the Securities
Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions
or discounts under the Securities Act. At the time a particular offering of the shares of common stock is made, a prospectus supplement,
if required, will be distributed, which will set forth the aggregate amount of shares of common stock being offered and the terms of
the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation
from the selling stockholder and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.
Under
the securities laws of some states, the shares of common stock may be sold in such states only through registered or licensed brokers
or dealers. In addition, in some states the shares of common stock may not be sold unless such shares have been registered or qualified
for sale in such state or an exemption from registration or qualification is available and is complied with.
There
can be no assurance that the selling securityholder will sell any or all of the shares of common stock registered pursuant to the registration
statement, of which this prospectus forms a part.
The
selling securityholder and any other person participating in such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable,
Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of common stock by the selling
stockholder and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged
in the distribution of the shares of common stock to engage in market-making activities with respect to the shares of common stock. All
of the foregoing may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making
activities with respect to the shares of common stock.
We
will pay all expenses of the registration of the shares of common stock pursuant to the Series F Inducement Agreement, estimated to be
$29,907.81 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state
securities or “blue sky” laws; provided, however, a selling stockholder will pay all underwriting discounts and selling commissions,
if any.
Once
sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the
hands of persons other than our affiliates.
DESCRIPTION
OF CAPITAL STOCK
As
of May 17, 2024, our authorized capital stock consists of 2,750,000,000 shares of capital stock with a par value of $0.086
per share, consisting of 2,000,000,000 shares of common stock, par value of $0.086 per share, and 750,000,000 shares of preferred
stock, par value of $0.086 per share, which may, at the sole discretion of the Board of Directors be issued in one or more series.
As of May 17, 2024, there were 8,535,591 shares of common stock issued and outstanding, held by approximately
517 holders of record, no shares of preferred stock were issued and outstanding. The authorized and unissued shares of both
common stock and preferred stock are available for issuance without further action by our stockholders, unless such action is
required by applicable law or the rules of any stock exchange on which our securities may be listed. Unless approval of our
stockholders is so required, our board of directors will not seek stockholder approval for the issuance and sale of either our
common stock or preferred stock.
The
Board may from time to time authorize by resolution the issuance of any or all shares of the preferred stock authorized in accordance
with the terms and conditions set forth in the articles of incorporation, as amended, for such purposes, in such amounts, to such persons,
corporations, or entities, for such consideration and in one or more series, all as the board of directors in its discretion may determine
and without any vote or other action by the stockholders, except as otherwise required by law.
Common
Stock
Dividends.
Subject to the rights of holders of any Preferred Stock having preference as to dividends and except as otherwise provided by the
Articles of Incorporation from time to time, or the Florida Business Corporation Act or the FBCA, as the same may be amended and supplemented,
the holders of Common Stock shall be entitled to receive dividends when, as and if declared by the board of directors out of assets legally
available therefor.
Voting
Rights. Except as otherwise provided by the FBCA, the holders of the issued and outstanding shares of Common Stock shall be entitled
to one vote for each share of Common Stock. No holder of shares of Common Stock shall have the right to cumulate votes.
Liquidation
Rights. In the event of liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary,
subject to the prior rights of holders of Preferred Stock to share ratably in the Company’s assets, the Common Stock and any shares
of Preferred Stock which are not entitled to any preference in liquidation shall share equally and ratably in the Company’s assets
available for distribution after giving effect to any liquidation preference of any shares of Preferred Stock. A merger, conversion,
exchange or consolidation of the Company with or into any other person or sale or transfer of all or any part of the assets of the Company
(which shall not in fact result in the liquidation of the Company and the distribution of assets to stockholders) shall not be deemed
to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.
No
Conversion, Redemption, or Preemptive Rights. The holders of Common Stock shall not have any conversion, redemption, or preemptive
rights.
Consideration
for Shares. The Common Stock authorized by the Articles of Incorporation shall be issued for such consideration as shall be fixed,
from time to time, by the board of directors.
Non-Assessment
of Stock. The Common Stock, after the amount of the subscription price has been fully paid, are non-assessable.
Reverse
Stock Split
On
February 23, 2023, pursuant to authority granted by the board of directors, we implemented a 1-for-15 reverse split of our authorized
and issued and outstanding common stock (the “Reverse Split-2023”). The par value remained unchanged. All share and per share
information as well as common stock and additional paid-in capital have been retroactively adjusted to reflect the Reverse Split-2023
for all periods presented, unless otherwise indicated. The split resulted in a rounding addition of approximately 15,300 shares valued
at par, totaling $1,300.
Preferred
Stock
Our
board of directors may, without further action by our stockholders, fix the rights, preferences, privileges and restrictions of up to
an aggregate of 750,000,000 shares of Preferred Stock in one or more series and authorize their issuance. The voting powers, designations,
preferences, limitations, restrictions, and relative, participating, option and other rights of the Preferred Stock and the qualifications,
limitations, or restrictions relating thereto, shall be prescribed by resolution of the board of directors pursuant to the Articles of
Incorporation.
The
following summary of terms of our Preferred Stock is not complete. You should refer to the provisions of our Articles of Incorporation,
as amended, and Bylaws and the resolutions containing the terms of each class or series of the Preferred Stock which have been or will
be filed with the SEC at or prior to the time of issuance of such class or series of Preferred Stock. Our board of directors is able
to determine, with respect to any series of preferred stock, the terms and rights of that series, including:
| |
● |
the
title and stated value; |
| |
● |
the
number of shares we are offering; |
| |
● |
the
liquidation preference per share; |
| |
● |
the
purchase price; |
| |
● |
the
dividend rate, period and payment date and method of calculation for dividends; |
| |
● |
whether
dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; |
| |
● |
the
procedures for any auction and remarketing; |
| |
● |
the
provisions for a sinking fund; |
| |
● |
the
provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase
rights; |
| |
● |
any
listing of the preferred stock on any securities exchange or market; |
| |
● |
whether
the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated,
and the conversion period; |
| |
● |
whether
the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated,
and the exchange period; |
| |
● |
voting
rights of the preferred stock; |
| |
● |
preemptive
rights; |
| |
● |
restrictions
on transfer, sale or other assignment; |
| |
● |
whether
interests in the preferred stock will be represented by depositary shares; |
| |
● |
a
discussion of material United States federal income tax considerations applicable to the preferred stock; |
| |
● |
the
relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our
affairs; |
| |
● |
any
limitations on the issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred
stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and |
| |
● |
any
other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock. |
Effects
of Authorized but Unissued Stock
We
have shares of common stock and preferred stock available for future issuance without stockholder approval, subject to any limitations
imposed by the listing standards of the Nasdaq Capital Market. We may utilize these additional shares for a variety of corporate purposes,
including for future public offerings to raise additional capital, or facilitate corporate acquisitions or for payment as a dividend
on our capital stock. The existence of unissued and unreserved common stock and preferred stock may enable our board of directors to
issue shares to persons friendly to current management or to issue preferred stock with terms that could have the effect of making it
more difficult for a third party to acquire or could discourage a third party from seeking to acquire, a controlling interest in our
company by means of a merger, tender offer, proxy contest or otherwise. In addition, if we issue preferred stock, the issuance could
adversely affect the voting power of holders of common stock, and the likelihood that such holders will receive dividend payments and
payments upon liquidation.
Florida
Law and Certain Charter and Bylaw Provisions
Florida
Anti-Takeover Law. As a Florida corporation, we are subject to certain anti-takeover provisions that apply to public corporations
under Florida law.
Pursuant
to Section 607.0901 of the FBCA a publicly held Florida corporation may not engage in a broad range of business combinations or other
extraordinary corporate transactions with an interested shareholder without the approval of the holders of two-thirds of the voting shares
of the corporation (excluding shares held by the interested shareholder), unless:
| |
● |
The
transaction is approved by a majority of disinterested directors before the shareholder becomes an interested shareholder; |
| |
|
|
| |
● |
The
interested shareholder has owned at least 80% of the corporation’s outstanding voting shares for at least five years preceding
the announcement date of any such business combination; |
| |
|
|
| |
● |
The
interested shareholder is the beneficial owner of at least 90% of the outstanding voting shares of the corporation, exclusive of
shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors; or |
| |
|
|
| |
● |
The
consideration paid to the holders of the corporation’s voting stock is at least equal to certain fair price criteria. |
An
interested shareholder is defined as a person who, together with affiliates and associates, beneficially owns more than 10% of a corporation’s
outstanding voting shares. We have not made an election in our Articles of Incorporation to opt out of Section 607.0901.
In
addition, we are subject to Section 607.0902 of the FBCA which prohibits the voting of shares in a publicly held Florida corporation
that are acquired in a control share acquisition unless (i) the board of directors approved such acquisition prior to its consummation
or (ii) after such acquisition, in lieu of prior approval by the board of directors, the holders of a majority of the corporation’s
voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the granting
of voting rights as to the shares acquired in the control share acquisition. A control share acquisition is defined as an acquisition
that immediately thereafter entitles the acquiring party to 20% or more of the total voting power in an election of directors.
Articles
of Incorporation, as amended and Bylaws.
Our
Articles of Incorporation, as amended and Bylaws contain provisions that could have the effect of discouraging potential acquisition
proposals or tender offers or delaying or preventing a change of control of our company. These provisions are as follows:
| |
● |
they
provide that special meetings of shareholders may be called by the board of directors, or at the request in writing by shareholders
of record owning at least 10% of all the stockholders entitled to vote; and |
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|
|
| |
● |
they
do not include a provision for cumulative voting in the election of directors. Under cumulative voting, a minority shareholder holding
a sufficient number of shares may be able to ensure the election of one or more directors. The absence of cumulative voting may have
the effect of limiting the ability of minority shareholders to effect changes in the board of directors. |
Stock
Options
2019
Equity Incentive Plan. During the year ended December 31, 2019, the Company adopted the Reliance Global Group, Inc. 2019 Equity
Incentive Plan (the “2019 Plan”) under which various forms of equity awards can be granted to employees, directors, consultants,
and service providers. Awards include but are not limited to, restricted stock, restricted stock units, performance shares and stock
options. A total of 46,667 shares of common stock were reserved for issuance under the 2019 Plan. As of May 17, 2024, after considering
2019 Plan shares held for outstanding options, there remains no additional capacity for further awards. As of the same date, there are
10,928 options outstanding with a weighted average exercise price of $232.55 and weighted average remaining contractual life of 0.57
years. The Company issues new shares of common stock for any option exercises, from its shares available under either its 2019 Plan or
2023 Plan.
2023
Equity Incentive Plan. On August 10, 2023 and
November 14, 2023, our Compensation Committee of the Board of Directors (the “Compensation Committee”) and our stockholders,
respectively, approved the Reliance Global Group, Inc. 2023 Equity Incentive Plan (the “2023 Plan,” together with the
2019 Plan, the “Plans”). The purpose of the 2023 Plan is to provide a means through which the Company and its subsidiaries
may attract and retain key personnel, and to provide a means whereby directors, officer, employees, consultants, and advisors of the
Company and its subsidiaries can acquire and maintain an equity interest in the Company, or be paid incentive compensation, thereby strengthening
their commitment to the welfare of the Company and its subsidiaries and aligning their interests with those of the Company’s stockholders.
The 2023 Plan provides for various stock-based incentive awards, including incentive and nonqualified stock options, stock appreciation
rights (“SARs”), restricted stock and restricted stock units (“RSUs”), and other equity-based or cash-based awards.
It became effective on August 10, 2023 and will terminate on August 10, 2033, unless the Compensation Committee terminates it earlier.
A
total of 800,000 shares of common stock were reserved for issuance under the 2023 Plan, and as of May 17, 2024 there were no new
options granted, and there remain 47,080 shares available for issuance.
Administration
of the Plans. The Plans are administered by the Compensation Committee of the Board. The Compensation Committee is authorized
to select from among eligible employees, directors, and service providers those individuals to whom shares and options are to be granted
and to determine the number of shares to be subject to, and the terms and conditions of the options. The Compensation Committee is also
authorized to prescribe, amend, and rescind terms relating to options granted under the Plans. Generally, the interpretation and construction
of any provision of the Plans or any shares and options granted hereunder is within the discretion of the Compensation Committee.
The
Plans provide that options may or may not be Incentive Stock Options (ISOs) within the meaning of Section 422 of the Internal Revenue
Code. Only employees of the Company are eligible to receive ISOs, while employees, non-employee directors, consultants, and service providers
are eligible to receive options which are not ISOs, i.e. “Non-Statutory Stock Options.” The options granted by the Compensation
Committee in connection with its adoption of the Plans were Non-Statutory Stock Options.
The
fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model or the value of the services
provided, whichever is more readily determinable. The Black-Scholes option pricing model takes into account, as of the grant date, the
exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends
on the stock and the risk-free interest rate for the term of the option.
Series
A Warrants
In
conjunction with the Company’s initial public offering, the Company issued 2,070,000 Series A Warrants which were classified as
equity warrants because of provisions, pursuant to the warrant agreement, that permit the holder obtain a fixed number of shares for
a fixed monetary amount. The warrants are standalone equity securities that are transferable without the Company’s consent or knowledge.
The warrants were recorded at a value per the offering of $0.01. The warrants may be exercised at any point from the effective date until
February 8, 2026, and are not subject to any antidilution provisions. After taking into account warrant exercises, there were 1,695,000
Series A warrants outstanding as of May 17, 2024 exercisable
into 113,000 shares of Common Stock at an exercise price of $6.13 per share.
Series
B Warrants
Pursuant
to a securities purchase agreement dated December 22, 2021, the Company issued 651,997 warrants to purchase its Common Stock at an exercise
price of $61.35 per share (the “Series B Warrants”). The Series B Warrants originally expired on January 4, 2027, and pursuant
to the Inducement Offer to Extend Existing Warrants (as defined below), now expire on December 28, 2028. Following the exchange
of 300,000 shares of our Common Stock for 300,000 Series B Warrants pursuant to the Exchange Agreement (as defined below), and following
a subsequent exercise price reset pursuant to Section 2(b) of the Series B Warrants and a dilutive issuance, there remain 866,667 Series
B Warrants outstanding as of May 17, 2024 at an exercise price of $0.26 per share, subject to customary adjustments for
stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of
Common Stock, or securities convertible, exercisable or exchangeable for, Common Stock, at a price below the then-applicable exercise
price (subject to certain exceptions). If a registration statement registering the issuance of the shares of Common Stock underlying
the warrants under the Securities Act is not effective or available and an exemption from registration under the Securities Act is not
available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise,
in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula
set forth in the warrant.
On
December 12, 2023, the Company entered into that certain Inducement Offer to Extend Existing Warrants with accredited investors (the
“Inducement Offer to Extend Existing Warrants”), pursuant to which (i) the Company extended the expiration date of the remaining
Series B Warrants held by accredited investors to December 28, 2028 and (ii) accredited investors waived a restriction in the December
2021 Purchase Agreement such that the Company will be permitted to consummate an “at-the-market offering” with a registered
broker-dealer, whereby such registered broker-dealer is acting as principal or agent in the purchase of shares (the “ATM”)
of common stock of the Company, par value $0.086 per share (“Common Stock”) from the Company after sixty (60) days following
the December 14, 2023 closing date. Further, on December 12, 2023, the Company entered into that certain Exchange Offer of Warrants to
Purchase Common Stock and Amendment with accredited investors (the “Exchange Agreement”), pursuant to which accredited investors
exchanged their remaining Series B Warrants to purchase 300,000 shares of Common Stock for 300,000 shares of Common Stock (the “Exchange
Shares”).
As
of May 17, 2024, there remain 866,667 Series B Warrants outstanding.
Series
E and F Warrants
Pursuant
to a securities purchase agreement dated March 13, 2023, the Company issued to one institutional buyer (i) an aggregate of 155,038 shares
of Common Stock along with accompanying common warrants (the “Common Units”), (ii) prefunded warrants (the “Prefunded
Warrants” or “Series E Warrants”) that are exercisable into 897,594 shares of Common Stock (the “Prefunded Warrant
Shares”) at an exercise price of $0.01 per share along with accompanying common warrants (the “Pre-Funded Units”),
and (iii) common warrants (the “Common Warrants” or “Series F Warrants”) to initially acquire up to 2,105,264
shares of Common Stock (the “Series F Warrant Shares”) at an exercise price of $3.55 per share in a private placement offering
(the “Private Placement-2023”).
Each
Series E Warrant will be exercisable for one share of common stock at an exercise price of $0.001 per share following the issue date
until exercised in full. The Series E Warrants may be exercised by means of a “cashless exercise” at the holder’s option,
such that the holder may use the appreciated value of the Series E Warrants (the difference between the market price of the underlying
shares of common stock and the exercise price of the underlying Prefunded Warrants) to exercise the warrants without the payment of any
cash.
Each
Series F Warrant is exercisable for one share of common stock at an exercise price of $3.55 per share six months following the issue
date and will expire five and one-half years from the issue date. In the event that there is no effective registration statement registering
the shares underlying the Series F Warrants, then the Series E Warrants may be exercised by means of a “cashless exercise”
at the holder’s option, such that the holder may use the appreciated value of the Series F Warrants (the difference between the
market price of the underlying shares of common stock and the exercise price of the underlying warrants) to exercise the Series F Warrants
without the payment of any cash. The exercise price of the Series F Warrants is subject to adjustment
for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of the Private
Placement-2023.
Under
the terms of the Series E Warrant and the Series F Warrants, the holder of such warrants may not exercise any such warrants to the extent
such exercise would cause such holder, together with its affiliates and attribution parties, to beneficially own a number of shares of
Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Common Stock following such exercise, excluding
for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised.
In
connection with the issuance of the Series E Warrants and the Series F Warrants, the Company entered into a registration rights agreement
with the buyers of the warrants to register for resale the Common Stock underlying the Series E Warrants and the Series F Warrants. On
September 13, 2023, a registration statement relating to the Series E Warrant Shares and the Series F Warrant Shares was declared effective
by the SEC.
Additionally,
the Company issued a warrant to the placement agent in connection with the offering of the Common Units to initially acquire 52,632 shares
of Common Stock at an exercise price of $3.91 per share (the “PA Warrant”). The PA
Warrant is exercisable six months following the date of issuance and expires five years from the date of issuance.
During
the fourth quarter of 2023, all 897,594 Series E Warrants were exercised into 897,594 shares of Common Stock via cash exercises resulting
in $898 of cash proceeds to the Company.
Pursuant
to that certain Inducement Offer to Exercise Series F Warrants to Subscribe for Common Stock with
accredited investors dated December 12, 2023 (the “Series F Inducement Agreement”), pursuant to which (i) the Company agreed
to lower the exercise price of the Series F Warrants to $0.6562 per share (which is equal to the Nasdaq minimum price) (the “Nasdaq
Minimum Price”) and (ii) the holder of such warrants agreed to exercise the remaining Series F Warrants to purchase 2,105,264
shares of Common Stock into 2,105,264 shares of Common Stock (the “Exercise Shares”)
by payment of the aggregate exercise price of approximately $1,381,474 (gross proceeds before expenses, including but not limited to
EF Hutton LLC, who acted as placement agent in connection therewith). The Exercise Shares were
all exercised, resulting in the issuance of 371,000 shares, and 1,734,264 shares held in abeyance due to the beneficial ownership limitations
in the Series F Inducement Agreement. The shares held in abeyance were issued during March and April of 2024 when the beneficial ownership limitations
were no longer applicable. Pursuant to the terms of the Series F Inducement Agreement, the Company agreed from December 12,
2023, until sixty (60) days thereafter, that neither the Company nor any subsidiary of the Company will (i) issue, enter into any agreement
to issue or announce the issuance or proposed issuance of any Common Stock or Common Stock equivalents (subject to customary carve outs
for certain exempt issuances) or (ii) file any registration statement or any amendment or supplement to any existing registration statement
(other than the resale registration statement related to the Series G Warrants discussed below or any prospectus supplement to reflect
the transactions contemplated hereby).
As
of May 17, 2024, all Series E Warrants, Series F Warrants and shares held in abeyance have been exercised and/or
issued respectively, and 52,632 PA Warrants remain outstanding.
Series
G Warrants
Pursuant
to the Series F Inducement Agreement, the Company issued a new unregistered Series G common share purchase warrant (“Series G Warrant”)
pursuant to Section 4(a)(2) of the Securities Act to purchase 4,210,528 shares of Common Stock at an initial exercise price equal to
$0.6562. The Series G Warrant is not exercisable until the Company obtains the approval of a sufficient amount of holders of the Company’s
Common Stock to satisfy the shareholder approval requirements for such action as provided in Nasdaq Rule 5635(e), to effectuate the issuance
of all shares of Common Stock underlying the Series G Warrant (the “Shareholder Approval”). The Company held a special
meeting of its shareholders on April 3, 2024 for the purpose of obtaining the Shareholder Approval as previously
reported in the Company’s Form 8-K filed with the SEC on April 3, 2024. The Company is required to file a registration
statement (the “Resale Registration Statement”) within 45 calendar days of the Closing Date providing for the resale of the
Common Stock underlying the Series G Warrant (the “Series G Warrant Shares”) by the holders of the Series G Warrant. The
Company shall use commercially reasonable efforts to cause the Resale Registration Statement to become effective within 90 calendar days
following the Closing Date and shall use commercially reasonable efforts to keep the Resale Registration Statement effective at all times
until the earlier of (i) no holder owns any Series G Warrant or Series G Warrant Shares or (ii) the Series G Warrant Shares may be sold
without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with
the current public information requirement under Rule 144. If the Company issues Common Stock pursuant to an ATM at a cost basis per
share less than the exercise price in effect under the Series G Warrant, then the exercise price of the Series G Warrant will be adjusted
to such lower price. Pursuant to the foregoing price reset provision, the adjusted effective exercise price of the Series G Warrant
was reduced to $0.26 effective as of May 10, 2024 as a result of the Company’s issuance of shares of its Common Stock pursuant
to the ATM.
If
at the time of exercise of the Series G Warrants there is no effective registration statement registering, or the prospectus contained
therein is not available for the resale of the Warrant Shares by the selling securityholder, the Series G Warrants may be exercised by
means of a “cashless exercise” at the holder’s option, such that the holder may use the appreciated value of the Series
G Warrants (the difference between the market price of the underlying shares of common stock and the exercise price of the underlying
Series G Warrants) to exercise the warrants without the payment of any cash.
As
of May 17, 2024, there remain 4,210,528 Series G Warrants outstanding.
Transfer
Agent
The
transfer agent and registrar for our common stock is VStock Transfer. The transfer agent’s address is 18 Lafayette Place, Woodmere,
New York 11598 and its telephone number is (212) 828-8436.
Listing
Our
common stock is quoted on the NASDAQ under the symbol “RELI” and our Warrants under the symbol “RELIW”.
LEGAL
MATTERS
The
validity of the securities offered by this prospectus will be passed upon for us by Anthony, Linder & Cacomanolis, PLLC, 1700 Palm Beach Lakes
Blvd., Suite 820, West Palm Beach, Florida 33401.
EXPERTS
The
consolidated financial statements appearing in the Reliance Global Group, Inc.’s Annual Report on Form 10-K filed for the year
ended December 31, 2023, have been audited by Mazars USA LLP, an independent registered public accounting firm, as set forth in
their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
have filed with the SEC the registration statement on Form S-1 under the Securities Act for the securities offered by this prospectus.
This prospectus, which is a part of the registration statement, does not contain all of the information in the registration statement
and the exhibits filed with it, portions of which have been omitted as permitted by SEC rules and regulations. For further information
concerning us and the securities offered by this prospectus, we refer to the registration statement and to the exhibits filed with it.
Statements contained in this prospectus as to the content of any contract or other document referred to are not necessarily complete.
In each instance, we refer you to the copy of the contracts and/or other documents filed as exhibits to the registration statement.
We
are subject to the reporting requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and other
information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website
at http://www.sec.gov. We also maintain a website at http:/www.relianceglobalgroup.com, at which you may access these materials
free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information
contained in, or that can be accessed through, our website is not part of this prospectus.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose
important information to you by referring you to those other documents. The information incorporated by reference is an important part
of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We filed
a registration statement on Form S-1 under the Securities Act with the SEC with respect to the securities being offered pursuant to this
prospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer
to the registration statement, including the exhibits, for further information about us and the securities being offered pursuant to
this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference
in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies
of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained
upon payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information”. We
are incorporating by reference the documents listed below, which we have already filed with the SEC, and all documents subsequently filed
by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any future report or document that
is not deemed filed under such provisions:
| ● |
our
Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on April 4, 2024; |
| |
|
| ● |
our
Quarterly Report on Form 10-Q for the period ended March 31, 2024 filed with the SEC on May 20, 2024; |
| |
|
| ● |
our
Current Reports on Form 8-K filed with the SEC on January
11, 2024, January
16, 2024, January
31, 2024, February
16, 2024, March
13, 2024, April
3, 2024/April
3, 2024, April
10, 2024, April
23, 2024, May
1, 2024, and May 15, 2024; |
| |
|
| ● |
our
definitive Proxy Statement on Schedule 14A, filed with the SEC on January 30, 2024, as well as the additional definitive
proxy soliciting materials filed with the SEC on March 13, 2024; |
| |
|
| ● |
the
description of our common stock which is included in Exhibit 4.4 of our Form 10-K filed with the SEC on April 4,
2024, including any amendment or report filed for the purpose of updating that description; and |
| |
|
| ● |
all documents filed by
us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus and before
we stop offering the securities covered by this prospectus and any accompanying prospectus supplement. |
Notwithstanding
the foregoing, information and documents that we elect to furnish, but not file, or have furnished, but not filed, with the SEC in accordance
with SEC rules and regulations is not incorporated into this prospectus and does not constitute a part hereof.
We
also incorporate by reference all documents (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits
filed on such form that are related to such items) that are subsequently filed by us with the Securities and Exchange Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of the securities made by this prospectus
(including documents filed after the date of the initial Registration Statement of which this prospectus is a part and prior to the effectiveness
of the Registration Statement). These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q and Current Reports on Form 8-K, as well as proxy statements.
Any
statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will
be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed document
that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement.
You
may request, and we will provide you with, a copy of these filings, at no cost, by calling us at (732) 380-4600 or by writing to us at
the following address:
RELIANCE
GLOBAL GROUP, INC.
300
Blvd. of the Americas, Suite 105
Lakewood,
NJ 08701
Attn:
Chief Financial Officer
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
Set
forth below is an estimate (except in the case of the SEC registration fee) of the amount of fees and expenses to be incurred in connection
with the issuance and distribution of the offered securities registered hereby, other than underwriting discounts and commission, if
any, incurred in connection with the sale of the offered securities. All such amounts will be borne by Reliance Global Group, Inc., a
Florida corporation.
| Type | |
Amount | |
| SEC registration fee | |
$ | 407.81 | |
| Accounting fees and expenses* | |
| 8,500.00 | |
| Legal fees and expenses* | |
| 20,000.00 | |
| Miscellaneous fees and expenses* | |
| 1,000.00 | |
| Total expenses* | |
$ | 29,907.81 | |
*
Estimated
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.
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 |
|
|
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 |
|
|
995 |
|
|
Common |
|
|
50.25 |
|
|
Yes |
|
Joshua
Kushenreit |
|
Acquisition |
|
Restricted |
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 11/5/2021 |
|
New |
|
|
778 |
|
|
Common |
|
|
0.086 |
|
|
Yes |
|
Reliance
Global Holdings, LLC |
|
Conversion
of preferred shares |
|
Restricted |
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/3/2022 |
|
New |
|
|
1,000 |
|
|
Common |
|
|
99.00 |
|
|
Yes |
|
Warberg |
|
Exercise
of Series A warrants |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/4/2022 |
|
New |
|
|
16,000 |
|
|
Common |
|
|
99.00 |
|
|
Yes |
|
Clear
Street LLC |
|
Exercise
of Series A warrants |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/5/2022 |
|
New |
|
|
4,000 |
|
|
Common |
|
|
99.00 |
|
|
Yes |
|
Clear
Street LLC |
|
Exercise
of Series A warrants |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/5/2022 |
|
New |
|
|
178,060 |
|
|
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 |
|
|
40,402 |
|
|
Common |
|
|
48.45 |
|
|
Yes |
|
Pagidem,
LLC |
|
Acquisition |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/18/2022 |
|
New |
|
|
4,000 |
|
|
Common |
|
|
99.00 |
|
|
Yes |
|
Clear
Street LLC and Warberg |
|
Exercise
of Series A warrants |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3/22/2022 |
|
New |
|
|
(218,462 |
) |
|
Common |
|
|
61.35 |
|
|
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 |
|
|
89,030 |
|
|
Common |
|
|
61.35 |
|
|
Yes |
|
Hudson
Bay Master Fund Ltd. |
|
Exercise
of Series C warrants |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5/24/2022 |
|
New |
|
|
40,402 |
|
|
Common |
|
|
61.35 |
|
|
Yes |
|
Pagidem,
LLC |
|
Exercise
of Series C warrants |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6/14/2022 |
|
New |
|
|
89,030 |
|
|
Common |
|
|
61.35 |
|
|
Yes |
|
Armistice
Capital Master Fund, Ltd. |
|
Exercise
of Series C warrants |
|
|
|
4(a)(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? |
| 8/4/2022 |
|
New |
|
|
122,869 |
|
|
Common |
|
|
See
footnote 2. |
|
|
Yes |
|
Armistice
Capital Master Fund, Ltd. |
|
Conversion
of preferred shares(2) |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8/15/2022 |
|
New |
|
|
28,497 |
|
|
Common |
|
|
14.55 |
|
|
Yes |
|
Hudson
Bay Master Fund Ltd. |
|
Exercise
of Series D warrants |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8/18/2022 |
|
New |
|
|
52,926 |
|
|
Common |
|
|
13.78 |
|
|
Yes |
|
Armistice
Capital Master Fund, Ltd. |
|
Exercise
of Series D warrants |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8/24/2022 |
|
New |
|
|
25,070 |
|
|
Common |
|
|
See
footnote 2. |
|
|
Yes |
|
Hudson
Bay Master Fund Ltd. |
|
Conversion
of preferred shares(2) |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 01/05/2023 |
|
New |
|
|
92,771 |
(1) |
|
Common |
|
|
7.50 |
|
|
Yes |
|
Altruis
Benefits Consulting, Inc. |
|
Acquisition |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/17/2023 |
|
New |
|
|
16,587 |
(1) |
|
Common |
|
|
8.85 |
|
|
Yes |
|
Joshua
Paul Kushnereit |
|
Acquisition |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2/13/2023 |
|
New |
|
|
66,743 |
(1) |
|
Common |
|
|
9.664 |
|
|
No |
|
YES
Americana Group, LLC |
|
Conversion |
|
|
|
3(a)(9) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3/16/2023 |
|
New |
|
|
155,038 |
|
|
Common |
|
|
3.55 |
|
|
No |
|
Armistice
Capital Master Fund, Ltd. |
|
Cash |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3/16/2023 |
|
New |
|
|
897,594 |
|
|
Prefunded
(Series E) Warrants exercisable @ $0.001 per share |
|
|
3.549 |
|
|
No |
|
Armistice
Capital Master Fund, Ltd. |
|
Cash |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3/16/2023 |
|
New |
|
|
2,105,264 |
|
|
Common
(Series F) Warrants exercisable @ $3.55 per share |
|
|
0.125 |
|
|
No |
|
Armistice
Capital Master Fund, Ltd. |
|
Cash |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4/03/2023 |
|
New |
|
|
65,000 |
|
|
Common |
|
|
2.63 |
|
|
No |
|
New
To The Street |
|
Services |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5/18/2023 |
|
New |
|
|
176,130 |
|
|
Common |
|
|
4.07 |
|
|
No |
|
Jonathan
Fortman |
|
Acquisition |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5/18/2023 |
|
New |
|
|
176,130 |
|
|
Common |
|
|
4.07 |
|
|
No |
|
Zachary
Fortman |
|
Acquisition |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6/06/2023 |
|
New |
|
|
29,974 |
|
|
Common |
|
|
4.41 |
|
|
No |
|
Maxim
Partners LLC |
|
Services |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 06/20/2023 |
|
New |
|
|
440 |
|
|
Common |
|
|
4.50 |
|
|
No |
|
Chad
Champion |
|
Services |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 06/20/2023 |
|
New |
|
|
13,187 |
|
|
Common |
|
|
4.50 |
|
|
No |
|
Sandstone
Group Corp. |
|
Services |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 06/20/2023 |
|
New |
|
|
3,956 |
|
|
Common |
|
|
4.50 |
|
|
No |
|
Newbridge
Securities Corporation |
|
Services |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7/7/2023 |
|
New |
|
|
400 |
|
|
Common |
|
|
2.50 |
|
|
Yes |
|
Bitbean
LLC |
|
Services |
|
|
|
4(a)(2) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 7/14/2023 |
|
New |
|
|
73,264 |
|
|
Common |
|
|
2.50 |
|
|
Yes |
|
Hudson
Bay Master Fund Ltd. |
|
Exercise
of Series B warrants |
|
|
|
3(a)(9) |
| 10/11/2023 |
|
New |
|
|
174,610 |
|
|
Common |
|
|
2.42 |
|
|
No |
|
Julie
A. Blockey |
|
Acquisition
Earn-Out payment |
|
Restricted |
|
4(a)(2) |
| 12/06/2023 |
|
New |
|
|
65,000 |
|
|
Common |
|
|
1.64 |
|
|
No |
|
New
to the Street Group, LLC |
|
Services |
|
Restricted |
|
4(a)(2) |
| 12/08/2023 |
|
New |
|
|
82,645 |
|
|
Common |
|
|
1.21 |
|
|
No |
|
Outside
the Box Capital Inc. |
|
Services |
|
Restricted |
|
4(a)(2) |
| 12/12/2023 |
|
New |
|
|
4,210,528 |
|
|
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 |
|
|
300,000 |
|
|
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 |
|
|
510,485 |
|
|
Common |
|
|
0.3477 |
|
|
No |
|
Julie A. Blockey |
|
Acquisition Earn-Out payment |
|
|
|
4(a)(2) |
| (1) |
Gives
effect to a 1:15 reverse stock split effective as of February 23, 2023. |
| |
|
| (2) |
Reflects
sale of (i) warrants (the “Series B Warrants”) to purchase an aggregate of up to 651,997 shares of Common Stock originally
(which has been increased from 651,997 to 1,333,333 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 178,060 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 147,939 shares of Common Stock at a conversion price of $61.35 per share. The purchase price per Common Share
and accompanying Series B Warrants was $61.35. 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 $0.6562, subsequently reset to $0.26 per share on May 10, 2024. |
| |
|
| (4) |
Reflects
issuance of Common Stock in exchange for 300,000 Series B Warrants pursuant to Exchange Offer of Warrants to Purchase Common Stock
and Amendment dated December 12, 2023. |
Item 16. Exhibits.
The following documents are filed as exhibits to this
registration statement:
EXHIBIT
INDEX
| 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 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 24, 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)). |
| |
|
|
| 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 |
|
Form of Pre-Funded Warrant (Series F Warrant) (incorporated herein by reference to Exhibit 10.3 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 4.4 |
|
Form of Warrant (Series F Warrant) (incorporated herein by reference to Exhibit 10.2 to Current Report on Form 8-K filed with the Securities and Exchange Commission on March 14, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 4.5 |
|
Form of Series G Warrant (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 (SEC File No. 001-40020)). |
| |
|
|
| 4.6 |
|
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). |
| |
|
|
| 4.7 |
|
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). |
| |
|
|
| 5.1* |
|
Opinion of Anthony, Linder & Cacomanolis, PLLC. |
| |
|
|
| 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)). |
| |
|
|
| 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 dated as of December 21, 2021 (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 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)). |
| |
|
|
| 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 Americanna 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 Registrant’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on May 24, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 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 Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2023 (SEC
File No. 001-40020)). |
| |
|
|
| 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
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 4, 2023 (SEC File No.
001-40020)). |
| |
|
|
| 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. (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 December 13, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 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 Registrant’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on December 13, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 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 Registrant’s Current Report on Form 8-K filed
with the Securities and Exchange Commission on December 13, 2023 (SEC File No. 001-40020)). |
| |
|
|
| 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 Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 11, 2024 (SEC File No. 001-40020)). |
| |
|
|
| 10.34† |
|
Executive Employment Agreement between the Company and Ezra Beyman dated January 25, 2024 (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 January 31, 2024 (SEC File No. 001-40020)). |
| |
|
|
| 10.35 |
|
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). |
| |
|
|
| 16.1 |
|
Letter, dated April 10, 2024, from Mazars USA LLP addressed to the Commission (incorporated by reference to Exhibit 16.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 10, 2024). |
| |
|
|
| 21.1 |
|
List
of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Company’s Form Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 30, 2023 (SEC File No. 000-40020)). |
| |
|
|
| 23.1* |
|
Consent of Mazars USA LLP. |
| |
|
|
| 23.2 |
|
Consent of Anthony, Linder & Cacomanolis, PLLC (included in Exhibit 5.1). |
| |
|
|
| 24.1** |
|
Power of Attorney (included on the signature page to the Company’s Form S-1 filed with the Securities and Exchange Commission on January 17, 2024). |
| |
|
|
| 107** |
|
Filing fee table. |
| * |
Filed
herewith |
| ** |
Previously
filed |
| † |
Includes
management contracts and compensation plans and arrangements |
| # |
Certain
schedules and exhibits have been omitted pursuant to Item 601(A)(5) of Regulation S-K. The Company will furnish supplementally copies
of omitted schedules and exhibits to the Securities and Exchange Commission or its staff upon its request. |
Item
17. Undertakings.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) 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.
(h)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC
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 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 Securities Act and will be governed by the final adjudication of such issue.
(i)
The undersigned registrant hereby undertakes that:
(1)
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.
(2)
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.
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 May 20,
2024.
| 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 held
on May 20, 2024.
| Name |
|
Position |
| |
|
|
| /s/
Ezra Beyman |
|
Chief
Executive Officer and Executive Chairman and Director |
| Ezra
Beyman |
|
(Principal
Executive Officer) |
| |
|
|
| /s/
Joel Markovits |
|
Chief
Financial Officer |
| Joel
Markovits |
|
(Principal
Financial and Accounting Officer) |
| |
|
|
| * |
|
Director |
| Alex
Blumenfrucht |
|
|
| |
|
|
| * |
|
Director |
| Sheldon
Brickman |
|
|
| |
|
|
| * |
|
Director |
| Ben
Fruchtzweig |
|
|
| |
|
|
| * |
|
Director |
| Scott
Korman |
|
|
| By: |
/s/ Ezra Beyman |
|
| |
Ezra Beyman |
|
| Attorney-in-fact* |
|
Exhibit
5.1
LAURA
ANTHONY, ESQ.
CRAIG
D. LINDER, ESQ.*
JOHN
CACOMANOLIS, ESQ.**
|
WWW.ALCLAW.COM
WWW.SECURITIESLAWBLOG.COM |
Associates
and OF COUNSEL:
CHAD
FRIEND, ESQ., LLM
MICHAEL
R. GEROE, ESQ., CIPP/US***
JESSICA
HAGGARD, ESQ. ****
PETER
P. LINDLEY, ESQ., CPA, MBA
JOHN
LOWY, ESQ.*****
STUART
REED, ESQ.
LAZARUS
ROTHSTEIN, ESQ.
SVETLANA
ROVENSKAYA, ESQ.******
HARRIS
TULCHIN, ESQ. ******* |
DIRECT
E-MAIL: LANTHONY@ALCLAW.COM |
*licensed
in CA, FL and NY
**licensed
in FL and NY
***licensed
in CA, DC, MO and NY
****licensed
in Missouri
*****licensed
in NY and NJ
******licensed
in NY and NJ
*******licensed
in CA and HI (inactive in HI)
May
20, 2024
Reliance
Global Group, Inc.
300
Boulevard of the Americas, Suite 105
Lakewood,
NJ, 08701
Re:
Reliance Global Group, Inc. – Registration Statement on Form S-1
Gentlemen:
We
have acted as counsel to Reliance Global Group, Inc., a Florida corporation (the “Company”), in connection with the Company’s
Registration Statement on Form S-1 (Amendment No. 1, SEC File No. 333-276536), as publicly filed with the Securities and Exchange Commission
(the “Commission”) on May 20, 2024 (the “Registration Statement”), with respect to the relating to (a) the issuance
of shares of the Company’s common stock, par value $0.086 per share (“Common Stock”), upon the exercise of warrants
issued by the Company, and (b) the resale of shares of Common Stock issued by the Company and held by a securityholder of the Company,
as follows:
| |
(i) |
the
issuance of up to 4,210,528 shares (the “Warrant Shares”) of Common Stock upon the exercise of outstanding Series G warrants
to purchase Common Stock, having an exercise price of $0.26 per share (the “Series G Warrants”) issued on December 12,
2023, pursuant to that certain Series F Inducement Agreement, dated as of December 12, 2023 (the “Series F Inducement Agreement”),
by and among the Company and the Selling Securityholder. |
The
Warrant Shares are referred to as the “Securities”.
In
our capacity as counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction,
of: (i) the Registration Statement; (ii) the prospectus of the Company (the “Prospectus”) included in the Registration Statement;
(iii) the form of Series G Warrant to be entered by and between the Company and the Selling Securityholder pursuant to the Series F Inducement
Agreement; and (iv) such corporate documents and records of the Company and such other instruments, certificates and documents as we
have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity
of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts
of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete
the execution of documents. As to various questions of fact which are material to the opinions hereinafter expressed, we have relied
upon statements or certificates of public officials, directors of the Company and others.
We
have further assumed for the purposes of this opinion, without investigation, (i) the genuineness of all signatures on all agreements,
instruments, corporate records, certificates and other documents submitted to us; (ii) the legal capacity, competency and authority of
all persons or entities executing all agreements, instruments, corporate records, certificates and other documents submitted to us; (iii)
the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us
as originals; (iv) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified,
electronic, facsimile, conformed, photostatic or other copies conform to the originals thereof, and that such originals are authentic
and complete; (v) the due authorization, execution and delivery of all agreements, instruments, corporate records, certificates and other
documents by all parties thereto (other than the Company); (vi) that no documents submitted to us have been amended or terminated orally
or in writing, except as has been disclosed to us in writing; (vii) that the Series F Inducement Agreement and Series G Warrants are
the valid and binding obligation of each of the parties thereto, enforceable against such parties in accordance with its terms; (viii)
that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company
and other persons on which we have relied for the purposes of this opinion letter are true and correct on and as of the date hereof;
(ix) that at or prior to the time of the delivery of any of the Warrant Shares, the Registration Statement will have been declared effective
under the Securities Act; (x) that the Company is in good standing in the jurisdiction of its formation and (xi) all Warrant Shares will
be issued in compliance with applicable U.S. federal and state securities and other laws. As to all questions of fact material to this
opinion letter and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation
or verification) upon representations and certificates or comparable documents of officers and representatives of the Company.
Based
upon and subject to the foregoing, and having regard for such other legal considerations which we deem relevant, we are of the opinion
that under the laws of the State of Delaware:
1.
The Warrant Shares have been duly authorized and, when issued in accordance with the terms of the Series G Warrants and the Series F
Inducement Agreement, will be validly issued, fully paid and nonassessable.
With
regard to opinion paragraph 1: (i) our opinion is subject to the qualification that the availability of specific performance, an injunction
or other equitable remedies is subject to the discretion of the court before which the request is brought; (ii) we express no opinion
as to any provision of the Series G Warrants, that (a) provides for liquidated damages, buy-in damages, monetary penalties, prepayment
or make-whole payments or other economic remedies to the extent such provisions may constitute unlawful penalties, (b) relates to advance
waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitations,
trial by jury, or procedural rights, (c) restricts non-written modifications and waivers, (d) provides for the payment of legal and other
professional fees where such payment is contrary to law or public policy, (e) relates to exclusivity, election or accumulation of rights
or remedies, (f) authorizes or validates conclusive or discretionary determinations, or (g) provides that provisions of the Series G
Warrants are severable to the extent an essential part of the agreed exchange is determined to be invalid and unenforceable; and (iii)
we express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give
effect to the choice of New York law provided for in the Series G Warrants.
Without
limiting any of the other limitations, exceptions, assumptions and qualifications stated elsewhere herein, we express no opinion with
regard to the applicability or effect of the laws of any jurisdiction other than the laws of the State of New York and the General Corporation
Law of the State of Delaware as in effect on the date hereof. We are not rendering any opinion as to compliance with any federal or state
antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
This
opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not
explicitly stated herein from any matter addressed in this opinion letter. This opinion letter is rendered solely in connection with
the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions
of the Securities Act solely for such purpose. This opinion letter is rendered as of the date hereof, and we assume no obligation to
advise you or any other person with regard to any change after the date hereof in the circumstances or the law that may bear on the matters
set forth herein even if the change may affect the legal analysis or a legal conclusion or other matters in this opinion letter.
We
hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm in
the Prospectus under the heading “Legal Matters.” In giving such consent, we do not hereby admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.
Sincerely
yours,
| /s/
Laura E. Anthony |
|
| Laura
E. Anthony, |
|
| For
the Firm |
|
1700
PALM BEACH LAKES BLVD., SUITE 820 ● WEST
PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ●
FAX 561-514-0832
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We
hereby consent to the incorporation by reference in this Registration Statement on Form S-1 Amendment No. 1 (Registration No. 333-276536)
to be filed on May 20, 2024 of our report dated April 4, 2024, related to the consolidated financial statements of Reliance Global Group,
Inc. and Subsidiaries as of December 31, 2023 and 2022 and for each of the two years in the period ended December 31, 2023, which appears
in the Annual Report on Form 10-K of Reliance Global Group, Inc. for the year ended December 31, 2023.
We
also consent to the reference to our Firm under the caption “Experts” in Registration Statement.
/s/
Mazars USA LLP
New
York, New York
May
20, 2024
Reliance Global (NASDAQ:RELIW)
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