Reliance Global Group Inc. filed SEC Form 8-K: Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 15, 2026, Reliance Global Group, Inc. (the “Company”) entered into a secured convertible promissory note (the “Note”) with Enquantum Ltd. (“Enquantum”) pursuant to which the Company advanced to Enquantum $166,000 (the “Principal Amount”). The Note bears interest at 1% per annum, with default interest at the greater of 10% per annum or the maximum allowable under applicable usury laws of the State of Florida.
The Note provides that, if the parties execute definitive agreements for a contemplated strategic transaction within 30 calendar days from the date of the Note, then the indebtedness under the Note will be satisfied solely by a credit (setoff) against certain milestone-related payments that would otherwise be payable by the Company in connection with such contemplated transaction, such that 50% of the indebtedness is credited against the first such payment and the remaining 50% is credited against the second such payment. If definitive agreements are not executed within such 30-day period (unless extended by mutual written consent), then the indebtedness becomes payable in cash within 60 days from the end of the exclusivity period (as defined in the Note).
As security for the obligations under the Note, Enquantum granted the Company a first-ranking floating charge over substantially all of Enquantum’s present and future assets (including intellectual property), subject to specified permitted liens, and agreed to certain negative pledge and restriction on disposals provisions. The Note contains customary representations, covenants, and events of default, and provides for the Company’s reimbursement of reasonable attorneys’ fees and costs associated with enforcement.
The Note was issued in connection with a non-binding term sheet between the Company and Enquantum regarding a potential strategic transaction. The term sheet reflects certain preliminary terms under discussion, and any transaction remains subject to, among other things, negotiation and execution of definitive agreements and satisfaction of customary closing conditions. There can be no assurance that the parties will enter into definitive agreements or consummate any transaction.
The foregoing summary is qualified in its entirety by reference to the Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Promissory Note, entered into between the Company and Enquantum Ltd. Dated January 15, 2026 | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K. |
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: January 21, 2026 | By: | /s/ Ezra Beyman |
| Ezra Beyman | ||
| Chief Executive Officer | ||