As filed with the Securities and Exchange Commission on February 9, 2021.

 

Registration No. 333-        

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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

(State or other jurisdiction of incorporation or organization)

 

46-3390293

I.R.S. Employer Identification Number

 

524210

(Primary Standard Industrial Code Classification 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)

 

Copies to:

 

Mr. Ezra Beyman

Chief Executive Officer

300 Blvd. of the Americas, Suite 105 Lakewood, NJ 08701

732-380-4600

(Address, including zip code, and telephone number,

including area code, of agent for service)

 

Copies to:

 

Jolie Kahn, Esq. 12 E. 49th Street, 11th floor New York, NY 10017 Telephone: (516) 217-6379 Facsimile: (866) 705-3071

Michael Adelstein, Esq. Kelley Drye & Warren LLP 101 Park Avenue, 27th Floor New York, NY 10178 Telephone: (212) 808-7540 Facsimile: (212) 808-7897

 

Approximate date of proposed sale to public: As soon as practicable on or 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. [X]

 

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. [X] 333-249381

 

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, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [X]	Smaller reporting company [X]

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

[  ]	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.

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to Be Registered		Proposed Maximum Offering Price (1)(2)(3)				Amount of Registration Fee
Shares of common stock, par value $0.086 per share		$	2,070,000			$	225.84
Series A Warrants to purchase shares of common stock, par value $0.086 per share(4)			-				-
Shares of common stock, par value $0.086 per share underlying Series A Warrants		$	2,277,000			$	248.42
Underwriters’ common stock purchase warrants (4)			-				-
Common stock underlying underwriters’ common stock purchase warrants (5)		$	136,620			$	14.91
Total		$	4,483,620			$	489.17

 

(1)	Based on the public offering price.
(2)	Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(3)	Includes the offering price of any additional shares of common stock that the underwriters have the right to purchase from the Registrant. Includes shares the underwriters have the option to purchase to cover over-allotments, if any.
(4)	No fee is required pursuant to Rule 457(i) under the Securities Act.
(5)	Represents warrants to purchase a number of shares of common stock equal to 6% of the number of shares of common stock sold in this offering at an exercise price equal to 110% of the public offering price per share.

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.

 

 

 

EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

 

This Registration Statement on Form S-1 (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Reliance Global Group, Inc. (the “Registrant”). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrant’s Registration Statement on Form S-1 (File No. 333-249381), originally filed on October 8, 2020, as amended (together with its exhibits, the “Prior Registration Statement”), which was declared effective by the Commission on February 8, 2021.

 

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock by 345,000, Series A Warrants to purchase shares of common stock by 345,000, and representatives’ warrants to purchase shares of common stock by 20,700, including securities that may be sold upon exercise of the underwriters’ overallotment option, and the aggregate number of shares of common stock underlying the foregoing warrants, to be registered for sale. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.

 

The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.

 

 

EXHIBIT INDEX

 

5.1		Legal Opinion of Jolie Kahn, Esq.
23.1		Consent of Mazars USA LLP with respect to Reliance Global Group, Inc.
23.2		Consent of Mazars USA LLP with respect to Altruis Benefit Consulting, Inc.
23.3		Consent of Mazars USA LLP with respect to Fortman Insurance Agency, LLC
23.4		Consent of Mazars USA LLP with respect to Southwestern Montana Financial Center, Inc.
23.5		Consent of Friedman LLP with respect to Reliance Global Group, Inc.
23.6		Consent of Jolie Kahn, Esq. (included in Exhibit 5.1)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lakewood, State of New Jersey on February 9, 2021.

 

Reliance Global Group, Inc.
By:	/s/ Ezra Beyman
	Ezra Beyman Chief Executive Officer and Chairman of the Board

 

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Ezra Beyman		Chief Executive Officer and Executive Chairman and Director		February 9, 2021
Ezra Beyman		(Principal Executive Officer)
/s/ Alex Blumenfrucht		Chief Financial Officer and Director (Principal Financial and Accounting Officer)		February 9, 2021
Alex Blumenfrucht
/s/ Ben Fruchtzweig		Director		February 9, 2021
Ben Fruchtzweig
/s/ Scott Korman		Director		February 9, 2021
Scott Korman
/s/ Sheldon Brickman		Director		February 9, 2021
Sheldon Brickman