Business Context and Reporting Period
This Form 8-K Current Report is filed by Reliance Global Group, Inc. (RELI) for the reporting period of July 22, 2025. The filing addresses the termination of a material definitive agreement with Spetner Associates, Inc. and related parties (the "Spetner Parties").
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. The only quantifiable financial data disclosed relates to equity issuance:
- Shares Issued: 297,064 shares of common stock were issued to the Spetner Parties as non-refundable deposits between October 29, 2024, and February 20, 2025.
- Termination Penalties: No early termination penalties were incurred by the Company.
Material Changes
On July 22, 2025, the Company and the Spetner Parties mutually agreed to terminate the Stock Exchange Agreement originally dated May 14, 2024, and subsequently amended. The termination was executed via written notice from the Spetner Parties, which the Company acknowledged and accepted. The Spetner Parties represented that they had not breached any terms of the agreement.
Outlook, Management Commentary, and Risks
Management Commentary: The Company is exploring a revised structure for a potential acquisition of Spetner that better aligns with its long-term strategic and financial objectives. The termination provides additional time to evaluate alternative financing structures believed to be more advantageous to shareholders. The Company will assess the appropriate accounting treatment for the 297,064 previously issued shares in upcoming periodic filings.
Forward-Looking Risks: There is no assurance that a revised acquisition or alternative financing will be consummated. Key risks include the ability to negotiate a revised transaction, secure financing on favorable terms, and adverse market or regulatory conditions.
Investor Verification Checklist
- Verify the accounting treatment of the 297,064 shares previously issued as deposits in the Company's next periodic filing.
- Monitor for announcements regarding a revised acquisition structure or alternative financing plans.
- Confirm that no undisclosed liabilities or penalties exist related to the terminated Stock Exchange Agreement.
- Review the Company's liquidity position to assess its ability to pursue new strategic transactions without immediate financing.