Reliance Global Group, Inc.

S-11 forms-1.htm S-1

As filed with the Securities and Exchange Commission on August 27, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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)

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)

Mr. Ezra Beyman

Chief Executive Officer

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

732-380-4600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Morris C. Zarif, Esq.

Zarif Law Group P.C.

808 Springwood Avenue, Suite 110

Asbury Par****k, ** NJ 07711**

(732) 755-0146

Approximate date of commencement of proposed sale to the public:As soon as practicable 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: ☒

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. ☐

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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

RELIANCE GLOBAL GROUP, INC.

UP TO 11,407,273 SHARES OF COMMON STOCK

This prospectus relates to the offer and resale from time to time by White Lion Capital, LLC (“White Lion” or the “Selling Securityholder”) of up to 11,407,273 shares of common stock of Reliance Global Group, Inc. (“we,” “us,” “our,” or the “Company”), par value $0.086 per share (the “Common Stock”), that have been or may be issued by us to White Lion pursuant to that certain Common Stock Purchase Agreement, dated as of August 26, 2025 (the “White Lion Purchase Agreement”), establishing an equity line of credit (the “ELOC”). Such shares of our Common Stock include up to (i) 11,294,330 shares of Common Stock (assuming the shares to be issued are sold at a price of $0.8854 per share) that we may elect, in our sole discretion, to issue and sell to White Lion, from time to time from and after the commencement date under the White Lion Purchase Agreement and subject to applicable stock exchange rules, and (ii) 112,943 shares of Common Stock issuable to White Lion as commitment shares in connection with the ELOC (the “Commitment Shares”) pursuant to the White Lion Purchase Agreement (assuming a value of $0.8854 per share).

The actual number of shares of our Common Stock that we may issue and sell to White Lion under the ELOC will vary depending on the market price of our Common Stock and other terms of the White Lion Purchase Agreement, but we will not sell or register more than the number of shares set forth above under this prospectus unless we file an additional registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “SEC”). See “The White Lion Equity Financing” for a description of the White Lion Purchase Agreement and “Selling Securityholder” for additional information regarding White Lion.

We are registering the shares for resale by the Selling Securityholder from time to time. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of Common Stock by the Selling Securityholder. We may receive up to $10,000,000 in aggregate gross proceeds from White Lion under the White Lion Purchase Agreement in connection with our sales of shares of Common Stock to White Lion at varying purchase prices after the date of this prospectus. However, the actual proceeds from White Lion may be less than this amount depending on the number of shares of our Common Stock we elect to sell and the price at which such shares are sold. The purchase price per share that White Lion will pay for shares of Common Stock purchased from us under the White Lion Purchase Agreement will fluctuate based on the market price of our Common Stock at the time we elect to sell shares to White Lion and, to the extent we sell shares of Common Stock under the White Lion Purchase Agreement, substantial amounts of shares could be issued and resold, which would cause dilution and may impact the market price of our Common Stock.

The Selling Securityholder may sell, under this prospectus, up to 11,407,273 shares of our Common Stock, constituting approximately 248% of our outstanding shares of Common Stock as of August 27, 2025. Sales of a substantial number of shares of our Common Stock in the public market by the Selling Securityholder and/or by our other existing securityholders, or the perception that those sales might occur, could increase the volatility of and cause a significant decline in the market price of our securities and could impair our ability to raise capital through the sale of additional equity securities.

All of the securities offered in this prospectus by the Selling Securityholder may be resold for so long as the registration statement, of which this prospectus forms a part, is available for use. The sale of all or a portion of the securities being offered in this prospectus could result in a significant decline in the public trading price of our securities. Despite such a decline in the public trading price, the Selling Securityholder may still experience a positive rate of return on the securities it acquires due to the price at which it initially purchases the securities.

We are registering the securities for resale pursuant to the Selling Securityholder’s registration rights under the White Lion Purchase Agreement and a Registration Rights Agreement entered into with the Selling Securityholder dated August 26, 2025, subject to certain exceptions. Our registration of the securities covered by this prospectus does not mean that we will issue or sell any securities to the Selling Securityholder under the White Lion Purchase Agreement or that the Selling Securityholder will offer or sell any of the securities registered for resale.

We will bear all costs, expenses and fees in connection with the registration of the shares of Common Stock. The Selling Securityholder may offer, sell or distribute all or a portion of its shares of Common Stock publicly or through private transactions at prevailing market prices or at negotiated prices. The Selling Securityholder will bear all commissions and discounts, if any, attributable to its sales of shares of Common Stock. We provide more information about how the Selling Securityholder may sell the shares of Common Stock in the section titled “Plan of Distribution.”

Our Common Stock is listed on Nasdaq under the symbol “RELI.” On August 26, 2025, the last reported sale price of our Common Stock was $0.9401 per share.

Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties referenced under the heading “Risk Factors” beginning on page 5 of this prospectus and in the other documents that are incorporated by reference into this prospectus before purchasing any of the shares offered by this prospectus.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _________, 2025.

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