S-1/A: Reliance Global Group Amends S-1 Registration Statement for Resale of 4.5 Million Common Shares

Reliance Global Group, Inc. filed an Amendment No. 1 to its S-1 Registration Statement to include previously omitted exhibits and register up to 4,568,455 shares of common stock for resale by selling stockholders.

Summary

• Reliance Global Group, Inc. filed Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-288299) as an exhibit-only filing.
• The amendment includes Exhibits 5.1 (Opinion of Zarif Law Group P.C. on the validity of securities) and 23.4 (Consent of Zarif Law Group P.C.).
• The Registration Statement relates to the resale of up to 4,568,455 shares of the company's common stock by selling stockholders.
• This total includes 1,488,096 shares issuable upon exercise of pre-funded warrants, 2,976,192 shares issuable upon exercise of common warrants (at an exercise price of $1.43 per share), and 104,167 shares issuable upon exercise of placement agent warrants (at an exercise price of $2.10 per share).
• Estimated costs and expenses payable by the registrant for the offering total $35,818.34, comprising $818.34 for SEC registration fees, $10,000 for accounting fees, and $25,000 for legal fees.
• The company's articles of incorporation and bylaws permit indemnification of directors, officers, employees, and agents to the full extent allowed by the Florida Business Corporation Act (FBCA).
• The SEC's opinion is that indemnification for liabilities arising under the Securities Act is against public policy and therefore unenforceable.
• The document details numerous unregistered securities issuances over the past three years, including common shares, preferred shares, and various warrants, often issued at a discount to market price for acquisitions, conversions, or services.

Sentiment

Score: 5

Explanation: This is a procedural SEC filing (S-1/A) primarily focused on legal compliance and the registration of securities for resale, rather than operational performance or strategic announcements. The content is factual and neutral in tone, with no explicit positive or negative business developments.

Positives

• The legal opinion confirms that the Warrant Shares, when issued and paid for in accordance with the terms of the Warrants, will be validly issued, fully paid, and non-assessable shares of Common Stock.

Negatives

• The SEC considers indemnification for liabilities arising under the Securities Act to be against public policy and unenforceable, potentially limiting protection for directors and officers.
• Many of the previously issued unregistered securities were issued at a discount to market price, which could indicate past dilutive financing activities.

Risks

• Indemnification for liabilities arising under the Securities Act may be deemed against public policy by the SEC and therefore unenforceable, potentially exposing directors, officers, and controlling persons to greater personal liability.
• The company undertakes to submit the question of indemnification for Securities Act liabilities to a court of appropriate jurisdiction if a claim is asserted, unless settled by controlling precedent, indicating potential future legal challenges regarding this policy.

Future Outlook

This document is an amendment to a registration statement for resale and does not provide forward-looking business guidance or financial forecasts. It primarily addresses legal and procedural aspects of the offering.

Industry Context

This filing is a standard procedural amendment for a securities registration statement, common for publicly traded companies seeking to facilitate the resale of shares by existing stockholders. It does not provide information to analyze broader industry trends or competitive positioning.

Corporate Governance

Legal Proceedings

• The company's indemnification provisions state that if a claim for indemnification for liabilities arising under the Securities Act is asserted by a director, officer, or controlling person, the company will submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction, unless settled by controlling precedent.
• A Confidential Settlement and Mutual General Release Agreement was entered into on June 30, 2023, by the registrant, Medigap Healthcare Insurance Agency, LLC, Pagidem, LLC, Joseph J. Bilotti, III, Kyle Perrin, Zachary Lewis, T65 Health Insurance Solutions, Inc., and Seniors First Life, LLC.

Related Party Transactions

• Issuance of 46 Common shares to Reliance Global Holdings, LLC (Conversion of preferred shares) on November 5, 2021.
• Issuance of 10,747 Common shares, 9,076 Preferred shares, and 651,997 Series B Warrants to Hudson Bay Master Fund Ltd. and Armistice Capital Master Fund, Ltd. for cash on January 5, 2022.
• Cancellation of 12,851 Common shares from Hudson Bay Master Fund Ltd., Pagidem, LLC and Armistice Capital Master Fund, Ltd. for exchange of common shares for series C warrants on March 22, 2022.
• Issuance of 5,237 Common shares to Hudson Bay Master Fund Ltd. (Exercise of Series C warrants) on May 24, 2022.
• Issuance of 2,377 Common shares to Pagidem, LLC (Exercise of Series C warrants) on May 24, 2022.
• Issuance of 5,237 Common shares to Armistice Capital Master Fund, Ltd. (Exercise of Series C warrants) on June 14, 2022.
• Issuance of 7,228 Common shares to Armistice Capital Master Fund, Ltd. (Conversion of preferred shares) on August 4, 2022.
• Issuance of 1,676 Common shares to Hudson Bay Master Fund Ltd. (Exercise of Series D warrants) on August 15, 2022.
• Issuance of 3,113 Common shares to Armistice Capital Master Fund, Ltd. (Exercise of Series D warrants) on August 18, 2022.
• Issuance of 1,475 Common shares to Hudson Bay Master Fund Ltd. (Conversion of preferred shares) on August 24, 2022.
• Promissory Note issued by Reliance Global Group, Inc. to YES Americana Group LLC on September 13, 2022, and Amendment No. 1 on February 7, 2023.
• Issuance of 3,926 Common shares to Americana Group, LLC (Conversion) on February 13, 2023.
• Issuance of 9,120 Common shares, 52,800 Prefunded (Series E) Warrants, and 123,839 Common (Series F) Warrants to Armistice Capital Master Fund, Ltd. for cash on March 16, 2023.
• Issuance of 4,310 Common shares to Hudson Bay Master Fund Ltd. (Exercise of Series B warrants) on July 14, 2023.
• Issuance of 247,678 Series G Warrants to Armistice Capital Master Fund, Ltd. (Inducement to exercise Series F Warrants) on December 12, 2023.
• Issuance of 17,647 Common shares to Hudson Bay Master Fund Ltd. (Inducement to exchange Series B Warrants) on December 15, 2023.
• Issuance of 39,569 Common shares to Armistice Capital Master Fund, Ltd. (In Exchange for Series B Common Stock Purchase Warrant) on June 20, 2024.
• Issuance of 192,236 Common shares to Armistice Capital Master Fund, Ltd. (In Exchange for Series G Common Stock Purchase Warrant) on June 21, 2024.
• Issuance of 70,032 Common Stock to Jonathan Spetner and Agudath Israel of America (Amendment to Stock Exchange Agreement) on October 29, 2024.
• Issuance of 78,500 Common Stock to Jonathan Spetner and Agudath Israel of America (Amendment to Stock Exchange Agreement) on February 20, 2025.
• Revolving Credit Facility Agreement and Revolving Note with YES Americana Group, LLC on March 5, 2025, and Amendment No. 1 on June 24, 2025.

Stakeholder Impact

• Shareholders: The registration of shares for resale by selling stockholders could increase the float and potentially impact share price due to increased supply. The indemnification provisions affect the protection of directors and officers, which indirectly impacts shareholder risk related to governance. Past reverse stock splits (1:15 on Feb 23, 2023, and 1:17 on June 28, 2024) significantly reduced the number of outstanding shares.
• Directors & Officers: The indemnification policy aims to protect them from liabilities, but the SEC's stance on unenforceability for Securities Act liabilities means they may still face personal exposure for certain claims.
• Investors (Selling Stockholders): The S-1/A facilitates their ability to resell previously acquired securities, providing liquidity.

Next Steps

• File a further amendment to specifically state the registration statement shall become effective, or await SEC determination of the effective date.
• Post-effective amendments will be filed to include required prospectuses, reflect fundamental changes, or disclose material changes to the plan of distribution.
• Remove unsold registered securities from registration at the termination of the offering via a post-effective amendment.
• If a claim for indemnification for Securities Act liabilities is asserted, the company will submit the question of enforceability to a court of appropriate jurisdiction, unless settled by controlling precedent.

Key Dates

Keywords

Reliance Global Group, S-1/A, SEC filing, common stock, resale, warrants, indemnification, Florida Business Corporation Act, unregistered securities, capital markets, corporate governance, stock split