Reliance Global Group Enters Amendment to Stock Exchange Agreement

Reliance Global Group, Inc. (NASDAQ: RELI) announced on February 20, 2025, that it has executed Amendment No. 2 to its Amended and Restated Stock Exchange Agreement. The amended agreement, which involves parties including Spetner Associates, Inc., Jonathan Spetner, and Agudath Israel of America, provides for significant modifications to the company’s earlier transaction structure.

Under the terms of the Amendment, Reliance Global Group will issue 78,500 shares of common stock to Mr. Spetner and an additional 78,500 shares to Agudath Israel of America as a non-refundable deposit and prepayment toward a portion of the “First Purchase Price.” These Additional Deposit Shares, together with previously issued Deposit Shares, are agreed to equal $568,855.53 in value. Moreover, the Amendment sets a purchase price of $16,050,000 for the First Closing Shares and provides for a cash payment of $6,500,000 to Mr. Spetner.

A key aspect of the Amendment revises the initial provision that entitled Mr. Spetner to receive the First Payment Shares exclusively. In the event the first closing occurs, the issuance of both the Deposit Shares and the Additional Deposit Shares will now be applied against the Company’s obligation to issue a corresponding portion of the First Payment Shares. Notably, these shares are non-refundable to the Company unless the first closing is prevented by the sellers.

Additionally, the filing discloses that on February 20, 2025, the Company issued the aforementioned shares to Mr. Spetner and Agudath Israel. Earlier, on November 20, 2024, Reliance had also issued 72,464 unregistered shares of common stock to Outside the Box Capital, Inc. Relying on an exemption from registration obligations under Section 4(a)(2) of the Securities Act of 1933, these issuances contributed to a total of 2,869,869 shares of common stock outstanding as of February 20, 2025.

The full text of Amendment No. 2 is provided as Exhibit 10.1 in the filing. The document was duly signed by Chief Executive Officer Ezra Beyman on February 26, 2025, reinforcing the Company’s ongoing efforts to restructure its financing and share issuance strategy in anticipation of its first closing.

In a separate attached exhibit (Exhibit 99.1), SINTX Technologies, Inc. announced a $5 million private placement under Nasdaq rules, involving the issuance of 1,449,287 shares of common stock (or pre-funded warrants in lieu thereof) along with unregistered warrants to purchase an equal number of shares. Proceeds from that offering are intended to support working capital requirements, with H.C. Wainwright & Co. acting as the exclusive placement agent.

Both actions highlight a period of active corporate transactions and financing adjustments as Reliance Global Group and other market participants continue to recalibrate their capital structures in a dynamic market environment.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Reliance Global Group’s 8K filing here.

Reliance Global Group Company Profile

Reliance Global Group, Inc focuses in the acquisition and management of wholesale and retail insurance agencies in the United States. It provides agency services for insurance products in the healthcare and Medicare, personal and commercial, trucking, property and casualty, and insurance brokerage. The company was formerly known as Ethos Media Network, Inc and changed its name to Reliance Global Group, Inc in October 2018.