Reliance Global Group, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Reliance Global Group, Inc. (RELI) on February 16, 2023, covering events occurring on February 13, 2023. The Company is a Florida corporation with its principal executive offices in Lakewood, NJ. Its common stock and Series A Warrants trade on The Nasdaq Capital Market.
Key Financial Metrics
The filing does not provide comprehensive financial statements, revenue, profit, cash flow, or margin data. The report focuses exclusively on a specific capital transaction:
- Transaction Type: Unregistered sale of equity securities (Item 3.02).
- Instrument: Conversion of a promissory note held by a related party, YES Americana Group, LLC ("Americana").
- Conversion Amount: $645,000 of principal debt converted into equity.
- Shares Issued: 1,001,148 shares of Common Stock ($0.086 par value).
- Post-Transaction Share Count: 20,935,115 shares issued and outstanding.
Material Changes
The material change reported is the reduction of debt and increase in equity capital resulting from the conversion of $645,000 of the $1,500,000 promissory note previously issued to Americana. This transaction was executed pursuant to an amendment to the Note filed on the same date.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the disclosure of the unregistered sale of equity. The transaction was conducted in accordance with the terms of the Note Amendment.
Investor Verification Checklist
- Verify the remaining principal balance of the promissory note to Americana following the $645,000 conversion.
- Confirm the exact conversion price per share implied by the transaction ($645,000 / 1,001,148 shares).
- Review the full text of the Note Amendment filed on February 13, 2023, to understand the terms governing future conversions or repayments.
- Check subsequent filings for any further dilution or changes to the outstanding share count of 20,935,115.