Item 5.03 Amendment to Certificate of Incorporation

On January 4, 2022, the Company (as defined below) amended its Certificate of Incorporation to add the series designation for the Company's newly designated Series B convertible preferred stock. The terms of the Series B Preferred Stock were disclosed in the Company's Current Report on Form 8-K, dated December 23, 2021, and incorporated herein by reference.




Item 8.01 Other Information

As reported in the Current Report on Form 8-K, dated December 23, 2021, by Reliance Global Group, Inc. (the "Company"), on December 22, 2021, the Company entered into a securities purchase agreement ("Purchase Agreement") with several institutional buyers (the "Buyers") for the purchase and sale of (i) warrants (the "Series B Warrants") to purchase an aggregate of up to 9,779,952 shares of the Company's common stock, par value $0.086 per share (the "Common Stock"), (ii) an aggregate of 2,670,892 shares of Common Stock (the "Common Shares"), and (iii) 9,076 shares (the "Preferred Shares") of the Company's newly-designated Series B convertible preferred stock, par value $0.086 per share (the "Series B Preferred"), with a stated value of $1,000 per share, initially convertible into an aggregate of 2,219,084 shares of Common Stock at a conversion price of $4.09 per share in a private placement (the "Private Placement"). The aggregate purchase price for the Common Shares, the Preferred Shares and the Warrants is approximately $20,000,000, and the Private Placement was closed on January 5, 2022.

The Common Shares, the Series B Warrant and underlying shares and the Series B Preferred Shares and underlying shares were issued by the Company pursuant to the Purchase Agreement, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company has relied on the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, and in reliance on similar exemptions under applicable state laws. No form of general solicitation or general advertising was conducted in connection with the issuance. The issued securities contain restrictive legends preventing the sale, transfer, or other disposition of such securities, unless registered under the Securities Act, or pursuant to an exemption therefrom. The disclosure contained in this Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as required under applicable rules for filing current reports with the Commission.

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