Business Context and Reporting Period
Company: Reliance Global Group, Inc. (Ticker: EZRA)
Filing Type: Form 8-K (Current Report)
Date of Report: September 2, 2026
Event: The Board of Directors declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock. This action implements a poison pill defense mechanism to deter unsolicited takeover attempts.
Key Financial Metrics and Terms
This filing details a corporate governance action rather than operational financial performance. No revenue, profit, cash flow, or debt metrics are reported in this document.
- Right Dividend: One Right per Common Share.
- Record Date: September 18, 2026.
- Underlying Security: One one-thousandth of a share of Series A Preferred Stock.
- Exercise Price: $14.00 per one one-thousandth of a Preferred Share (subject to adjustment).
- Expiration Date: September 3, 2027.
- Redemption Price: $0.001 per Right (redeemable by the Board prior to an Acquiring Person emerging).
Material Changes and Mechanism Details
The filing establishes a Rights Agreement with VStock Transfer, LLC as the rights agent. The Rights are initially attached to Common Shares and will trade separately only upon a "Distribution Date," triggered by:
- Any person or group acquiring 15% or more of outstanding Common Shares (an "Acquiring Person").
- The commencement of a tender offer that would result in an Acquiring Person.
Anti-Takeover Provisions:
- Flip-in: If an Acquiring Person emerges, Rights holders (excluding the Acquiring Person) may exercise Rights to purchase Common Shares with a value equal to two times the exercise price, causing substantial dilution to the acquirer.
- Flip-over: If the Company merges or sells 50%+ of assets after an Acquiring Person emerges, Rights may be exercised for stock of the acquiring company with a value of two times the exercise price.
- Exchange: The Board may exchange Rights for one Common Share per Right after a Stock Acquisition Date.
Guidance, Risks, and Exemptions
Exempt Persons: The Board designated Ezra Beyman (Chairman and CEO), his immediate family, and entities controlled by them as "Exempt Persons," meaning their holdings will not trigger the Rights Agreement.
Qualifying Offer Provision: If a fully financed, all-cash tender offer is made at a premium and meets specific conditions (e.g., open for 60 business days), holders of at least 10% of outstanding shares (excluding the offeror) may request a shareholder vote to redeem the Rights.
Risks and Contingencies: The primary risk is the potential for significant dilution to any entity attempting to acquire the Company without Board approval. The filing notes that the Rights should not interfere with mergers approved by the Board.
Investor Verification Checklist
- Verify the current market price of Common Shares relative to the $14.00 exercise price to assess the immediate economic impact of the Rights.
- Confirm the exact number of Common Shares outstanding as of the September 18, 2026 Record Date to calculate the total number of Rights issued.
- Review the full text of the Rights Agreement (Exhibit 4.1) for specific adjustment formulas regarding stock splits or dividends.
- Monitor for any future press releases regarding the redemption of Rights or the emergence of an Acquiring Person.
- Check subsequent filings for any amendments to the Certificate of Designations of Series A Preferred Stock.