Reliance Global Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
On December 23, 2025, Reliance Global Group, Inc., a Florida corporation (the “Company”), Employee Benefits Solutions, LLC, a Michigan limited liability company, and US Benefits Alliance, LLC, a Michigan limited liability company (collectively, the “Seller”), each of which is a wholly owned subsidiary of the Company, and Employee Benefit Solutions Inc, a Michigan corporation (the “Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which the Seller agreed to sell to the Purchaser substantially all of the assets used in the Seller’s insurance brokerage and related services business (the “Business”) (the “Transaction”).
The Purchase Agreement is dated as of December 23, 2025 and has an effective date of 11:59 p.m. (Eastern Time) on November 30, 2025 (the “Effective Date”).
Pursuant to the Purchase Agreement, the Purchaser agreed to pay the Seller (or the Company, as directed by the Company) $1,050,000 in cash (the “Purchase Price”), payable at closing by wire transfer of immediately available funds.
The Purchase Agreement provides that, following the closing and until no further material activity exists, the parties will prepare and agree upon a monthly reconciliation schedule to account for (i) Entitlement Payments and other amounts received by the Seller or the Company after the Effective Date that are for the account of the Purchaser and (ii) certain expenses or assumed liabilities of the Purchaser that have been paid by the Seller or the Company, with the resulting net amount payable by the applicable party within five days following agreement on such schedule.
The Transaction closed on December 24, 2025.
The Purchase Agreement includes customary representations, warranties, covenants, and indemnities, as well as confidentiality and mutual restrictive covenants, including mutual non-solicitation covenants for a period of five years following the Effective Date, in each case subject to the terms and conditions of the Purchase Agreement.
The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1* | Asset Purchase Agreement, between the Company, Employee Benefits Solutions, LLC, and US Benefits Alliance, LLC,, dated December 23, 2025. | |
| 99.1 | Press Release, dated December 29, 2025 | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. | |
| * Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or attachment to the SEC upon request. | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Reliance Global Group, Inc. | ||
Dated: December 30, 2025 |
By: | /s/ Ezra Beyman |
| Ezra Beyman | ||
| Chief Executive Officer | ||