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RELIANCE GLOBAL GROUP, INC.

(RELI)
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RELIANCE GLOBAL GROUP, INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits (form 8-K)

01/14/2022 | 04:09pm EST

Item 1.01 Entry into a Material Definitive Agreement

On January 10, 2022, Reliance Global Group, Inc. (the "Company") entered into an agreement (the "APA") with Medigap Healthcare Insurance Company, LLC ("Medigap") pursuant to which the Company purchased all of the assets of Medigap for a purchase price in the amount of $20,096,250 consisting to payment to Selelr of (i) $18,138,750 in cash and (ii) issuing to Seller 606,037 shares of Buyer's restricted common stock in a transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The purchase price is subject to post-closing adjustment to reconcile certain pre-closing credits and liabilities of the parties. The shares issued to Medigap as part of the purchase price are subject to lock up arrangements pursuant to which 50% of those shares may be sold after the one year anniversary of the date of Closing the APA and the balance of the shares after the second year anniversary of the date of closing under the APA.

Also at the closing, the Company also entered into an employment agreement ("Employment Agreement") with Kyle Perrin, formerly Medigap's chief operating officer, for him to manage the acquired assets. Pursuant to the Employment Agreement, which has a three year term, Mr. Perrin is paid an annual salary of $200,000 with a one time bonus of $100,000 within 30 days of the January 10, 2021 closing and is entitled to an annual bonus of 3.5% of EBITDA of the Company. He is also entitled to then offered Company benefits. He is the subject of a two year non compete provision and standard industry termination for cause and good reason provisions apply.

Item 2.01 Completion of Acquisition or Disposition of Assets



See Item 1.01 above.


Item 3.02 Unregistered Sale of Securities



See Item 1.01 above.

Item 9.01 Financial Statements and Exhibits.

(a) and (b) Financial statements and pro forma financial information required under this Item 9.01 will be filed within 71 days form the date of this Current Report on Form 8-K.

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Financials (USD)
Sales 2020 7,28 M - -
Net income 2020 -3,70 M - -
Net Debt 2020 13,9 M - -
P/E ratio 2020 -7,27x
Yield 2020 -
Capitalization 92,5 M 92,5 M -
EV / Sales 2019 3,30x
EV / Sales 2020 5,59x
Nbr of Employees 43
Free-Float 98,9%
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Managers and Directors
Ezra S. Beyman Chairman & Chief Executive Officer
Alex Blumenfrucht Chief Financial Officer & Director
Scott Korman Independent Director
Sheldon Brickman Independent Director
Ben Fruchtzweig Director
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