Private Placement - Form 8-K

Item 3.02. Unregistered Sales of Equity Securities.

On April 19, 2024, Reliance Global Group, Inc., a Florida corporation (the "Company") issued 510,485 shares of the Company's restricted common stockto Julie A. Blockey.

As previously disclosed, the Company, Southwestern Montana Insurance Center, LLC, a Montana limited liability company (the "Subsidiary"), Southwestern Montana Financial Center, Inc., a Montana corporation (the "Seller"), and Julie A. Blockey (the "Holder", and collectively with the Company, Subsidiary, and Seller, the "Parties") entered into a purchase agreement on or around April 1, 2019 (the "Purchase Agreement"), whereby the Company purchased the business and certain assets noted within the Purchase Agreement.

On September 29, 2023, the Parties then entered into that certain first amendment to the Purchase Agreement (the "First Amendment"). Pursuant to the First Amendment, the Parties agreed to a total remaining balance of $500,000.00 owed under the Purchase Agreement. In satisfaction of such remaining balance, the Company agreed to issue 174,610 shares of the Company's restricted common stock, par value $0.086 per share (the "Common Stock"), to the Holder. The First Amendment also stated that if the Nasdaq official closing price of the Common Stock is less than $2.43 on March 29, 2024 (the "Calculation Date"), then a determination of the Make-Up Amount (as defined herein) will be made. The "Make-Up Amount" means $425,000.00 minus the Blockey Shares Value (174,610 multiplied by the Nasdaq official closing price of the Common Stock on the Calculation Date).

The First Amendment further stated that the Company shall, within fifteen (15) business days the Calculation Date, pay an amount in cash equal to the Make-Up Payment (50% of the Make-Up Amount) and issue the Make-Up Shares (an amount of Common Stock equal to 50% of the Make-Up Amount divided by the Nasdaq official closing price of the Common Stock on March 29, 2024) to the Holder.

Accordingly, on the Calculation Date, the Common Stock was less than $2.43 per share, and 510,485 shares were issued as the Make-Up Amount.

The Company's restricted common stock described above were issued without prior registration in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(d) of Regulation D thereunder.

Following the above issuances, as of April 19, 2024, the Company had 7,477,441 shares of common stock issued and outstanding.