DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to Section 240.14a-12

RELIANCE GLOBAL GROUP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

RELIANCE GLOBAL GROUP, INC.

300 Blvd. of the Americas, Suite 105

Lakewood, New Jersey 08701

Dear Stockholders and Series A Warrant Holders of Reliance Global Group, Inc.:

For those stockholders of Reliance Global Group, Inc., a Florida corporation (“we,” “us,” “our” or the “Company”), we cordially invite you to attend the Company’s 2023 Virtual Annual Meeting of Stockholders (the “2023 Annual Stockholder Meeting”). The 2023 Annual Stockholder Meeting will be held virtually on Tuesday, November 14, 2023 at 12:00 p.m. Eastern Time. The purpose of the 2023 Annual Stockholder Meeting and the matters to be acted on are stated below. The Board of Directors knows of no other business that will come before the 2023 Annual Stockholder Meeting.

For those holders (the “Series A Holders”) of the Company’s Series A warrants (the “Series A Warrants”), we cordially invite you to attend a virtual special meeting of the Series A Holders (the “Series A Meeting”). The Series A Meeting will be held virtually on Tuesday, November 14, 2023 at 12:30 p.m. Eastern Time. The purpose of the Series A Meeting and the matters to be acted on are stated below. The Board of Directors knows of no other business that will come before the Series A Meeting.

At the 2023 Annual Stockholder Meeting, stockholders will vote on the following matters:

	(1)	To elect the five nominees for director named herein to our Board of Directors, each to serve a one-year term expiring at the 2024 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified;
	(2)	To approve the amendment of the Articles of Incorporation, as amended, to increase the total number of authorized shares of our common stock, $0.086 par value per share, from 133,333,333 shares to 2,000,000,000 shares;
	(3)	To approve the 2023 Equity Incentive Plan; and
	(4)	To transact such other business as may properly come before the 2023 Annual Stockholder Meeting or any adjournments or postponements of the 2023 Annual Stockholder Meeting.

At the Series A Meeting, Series A Holders will vote on the following matters:

	(1)	To amend the Warrant Agent Agreement, dated February 8, 2021, by and between the Company and VStock Transfer, LLC (the “Warrant Agreement”), pursuant to which the Series A Warrants were issued, in order to reduce the exercise price of the Series A Warrants issued and outstanding under the Warrant Agreement from the stated $6.60 (post-reverse split effective exercise price of $99.00) per share to $6.13 per share, subject to adjustment (the “Exercise Price Adjustment Proposal”); and
	(2)	To consider and vote upon a proposal to adjourn the Series A Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Series A Meeting, we are not authorized to consummate the Exercise Price Adjustment Proposal (the “Series A Adjournment Proposal”).

Each of the 2023 Annual Stockholder Meeting proposals and the Series A Meeting proposals is more fully described in the accompanying Proxy Statement. We urge you to read carefully the Proxy Statement in its entirety.

We are providing the accompanying Proxy Statement and proxy cards to our stockholders and Series A Holders in connection with the solicitation of proxies to be voted as the 2023 Annual Stockholder Meeting and the Series A Meeting, as applicable, and at any adjournments or postponements thereof. Information about the 2023 Annual Stockholder Meeting and the Series A Meeting, and the proposals to be considered by the Company’s stockholders and the Series A Holders is included in the accompanying Proxy Statement. Whether or not you plan to attend the 2023 Annual Stockholder Meeting and/or the Series A Meeting, as applicable, we urge all stockholders and Series A Holders to read our proxy materials carefully and in their entirety.

After careful consideration, our Board unanimously recommends that our stockholders and Series A Holders, as applicable, vote “FOR” all of the proposals presented to our stockholders and Series A Holders in the accompanying Proxy Statement.

Your vote is very important. Whether or not you plan to attend the 2023 Annual Stockholder Meeting and/or Series A Meeting, as applicable, please vote as soon as possible by following the instructions in the accompanying Proxy Statement to make sure that your shares and/or Series A Warrants are represented at the 2023 Annual Stockholder Meeting and/or Series A Meeting, as applicable. If you hold your shares or Series A Warrants in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares and/or Series A Warrants are represented and voted at the 2023 Annual Stockholder Meeting and/or Series A Meeting, as applicable.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the 2023 Annual Stockholder Meeting and/or Series A Meeting, as applicable. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend virtually the 2023 Annual Stockholder Meeting and/or Series A Meeting, as applicable, the effect will be that your shares and/or Series A Warrants will not be counted for purposes of determining whether a quorum is present at the 2023 Annual Stockholder Meeting and/or Series A Meeting, as applicable. If you are a stockholder of record or Series A Holder of record and you attend the 2023 Annual Stockholder Meeting and/or Series A Meeting, as applicable, and wish to vote virtually, you may withdraw your proxy and vote virtually at the applicable meeting.

On behalf of our Board, I would like to thank you for your support of Reliance Global Group, Inc.

	Sincerely,

	/s/ Ezra Beyman
	Ezra Beyman
	Chairman of the Board and Chief Executive Officer

NOTICE OF 2023 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS OF

RELIANCE GLOBAL GROUP, INC.

To the Stockholders of Reliance Global Group, Inc.:

You are cordially invited to attend the 2023 Virtual Annual Meeting of Stockholders (the “2023 Annual Stockholder Meeting”) of Reliance Global Group, Inc., a Florida corporation (the “Company”). The 2023 Annual Stockholder Meeting will be held virtually on Tuesday, November 14, 2023 at 12:00 p.m. Eastern Time. You may attend the 2023 Annual Stockholder Meeting and vote during the 2023 Annual Stockholder Meeting by visiting www.virtualshareholdermeeting.com/RELI2023. You will need to provide the control number that is on your proxy card.

The purpose of the 2023 Annual Stockholder Meeting and the matters to be acted on are stated below. The Board of Directors knows of no other business that will come before the 2023 Annual Stockholder Meeting.

At the 2023 Annual Stockholder Meeting, stockholders will vote on the following matters:

	(1)	To elect the five nominees for director named herein to our Board of Directors, each to serve a one-year term expiring at the 2024 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified;
	(2)	To approve the amendment of the Articles of Incorporation, as amended, to increase the total number of authorized shares of our common stock, $0.086 par value per share, from 133,333,333 shares to 2,000,000,000;
	(3)	To approve the 2023 Equity Incentive Plan; and
	(4)	To transact such other business as may properly come before the 2023 Annual Stockholder Meeting or any adjournments or postponements of the 2023 Annual Stockholder Meeting.

The above matters are more fully described in the accompanying Proxy Statement. We urge you to read carefully the Proxy Statement in its entirety.

The record date for the 2023 Annual Stockholder Meeting is September 15, 2023 (the “Record Date”). Only stockholders of record at the close of business on September 15, 2023 are entitled to notice of, and may vote, at the 2023 Annual Stockholder Meeting or any adjournment or postponement thereof. A complete list of our stockholders of record entitled to notice of, and to vote at, the 2023 Annual Stockholder Meeting will be available for 10 days before the 2023 Annual Stockholder Meeting at our principal executive offices, located at 300 Blvd. of the Americas, Suite 105, Lakewood, NJ 08701, for inspection by stockholders during ordinary business hours.

None of the proposals at the 2023 Annual Stockholder Meeting is conditioned on the approval of any other proposal set forth in the Proxy Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 14, 2023.

On or about October 4, 2023, we will begin mailing our proxy materials, including the accompanying Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2022.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE 2023 ANNUAL STOCKHOLDER MEETING, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY USING THE INTERNET OR THE DESIGNATED TOLL-FREE TELEPHONE NUMBER, OR BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED WITH THE PROXY MATERIALS. IF YOU DO NOT RECEIVE THE PROXY MATERIALS IN PRINTED FORM AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY) AND SUCH MATERIALS WILL BE SENT TO YOU.

On behalf of the Board of Directors and the employees of Reliance Global Group, Inc., we thank you for your continued support.

	Sincerely,

	/s/ Ezra Beyman
	Ezra Beyman
	Chairman of the Board and Chief Executive Officer

NOTICE OF VIRTUAL SPECIAL MEETING OF SERIES A WARRANT HOLDERS OF

RELIANCE GLOBAL GROUP, INC.

To the Series A Warrant Holders of Reliance Global Group, Inc.:

You are cordially invited to attend a virtual special meeting (the “Series A Meeting”) of the holders (“Series A Holders”) of the Series A warrants (the “Series A Warrants”) of Reliance Global Group, Inc., a Florida corporation (the “Company”). The Series A Meeting will be held virtually on Tuesday, November 14, 2023 at 12:30 p.m. Eastern Time. You may attend the Series A Meeting and vote during the Series A Meeting by visiting www.virtualshareholdermeeting.com/RELI2023. You will need to provide the control number that is on your proxy card.

The purpose of the Series A Meeting and the matters to be acted on are stated below. The Board of Directors knows of no other business that will come before the Series A Meeting.

At the Series A Meeting, Series A Holders will vote on the following matters:

	(1)	To amend the Warrant Agent Agreement, dated February 8, 2021, by and between the Company and VStock Transfer, LLC (the “Warrant Agreement”), pursuant to which the Series A Warrants were issued, in order to reduce the exercise price of the Series A Warrants issued and outstanding under the Warrant Agreement from the stated $6.60 (post-reverse split effective exercise price of $99.00) per share to $6.13 per share, subject to adjustment (the “Exercise Price Adjustment Proposal”); and
	(2)	To consider and vote upon a proposal to adjourn the Series A Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Series A Meeting, we are not authorized to consummate the Exercise Price Adjustment Proposal (“Series A Adjournment Proposal”).

The above matters are more fully described in the accompanying Proxy Statement. We urge you to read carefully the Proxy Statement in its entirety.

The record date for the Series A Meeting is September 15, 2023 (the “Record Date”). Only Series A Holders of record at the close of business on September 15, 2023 are entitled to notice of, and may vote, at the Series A Meeting or any adjournment or postponement thereof. A complete list of our Series A Holders of record entitled to notice of, and to vote at, the Series A Meeting will be available for 10 days before the 2023 Annual Stockholder Meeting at our principal executive offices, located at 300 Blvd. of the Americas, Suite 105, Lakewood, NJ 08701, for inspection by Series A Holders during ordinary business hours.

None of the proposals at the Series A Meeting is conditioned on the approval of any other proposal set forth in the Proxy Statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SERIES A MEETING TO BE HELD ON SEPTEMBER 15, 2023.

On or about October 4, 2023, we will begin mailing our proxy materials, including the accompanying Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2022.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO VIRTUALLY ATTEND THE SERIES A MEETING, PLEASE SUBMIT A PROXY TO HAVE YOUR SERIES A WARRANTS VOTED AS PROMPTLY AS POSSIBLE BY USING THE INTERNET OR THE DESIGNATED TOLL-FREE TELEPHONE NUMBER, OR BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED WITH THE PROXY MATERIALS. IF YOU DO NOT RECEIVE THE PROXY MATERIALS IN PRINTED FORM AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY) AND SUCH MATERIALS WILL BE SENT TO YOU.

On behalf of the Board of Directors and the employees of Reliance Global Group, Inc., we thank you for your continued support.

	Sincerely,

	/s/ Ezra Beyman
	Ezra Beyman
	Chairman of the Board and Chief Executive Officer

RELIANCE GLOBAL GROUP, INC.

300 Blvd. of the Americas, Suite 105

Lakewood, NJ 08701

PROXY STATEMENT

For the 2023 Virtual Annual Meeting of Stockholders

And

For the Virtual Special Meeting of the Holders of the Series A Warrants

GENERAL INFORMATION

We are providing these proxy materials to:

(i)

Holders of shares of common stock, $0.086 par value per share, of Reliance Global Group, Inc., a Florida corporation (including its consolidated subsidiaries, referred to herein as “Reliance Global Group,” the “Company,” “we,” or “us”), in connection with the solicitation by the Company’s Board of Directors (the “Board”) of proxies to be voted at our 2023 Virtual Annual Meeting of Stockholders (the “2023 Annual Stockholder Meeting”) to be held on November 14, 2023, beginning at 12:00 p.m., Eastern Time; and

(ii)

Holders (“Series A Holders”) of the Company’s Series A warrants (“Series A Warrants”), in connection with the solicitation by the Board of proxies to be voted at our virtual special meeting (the “Series A Meeting”) of the Series A Holders to be held on November 14, 2023, beginning at 12:30 p.m., Eastern Time.

The purpose of the 2023 Annual Stockholder Meeting and the matters to be acted on are stated in the accompanying Notice of Annual Meeting of Stockholders. The purpose of the Series A Meeting and the matters to be acted on are stated in the accompanying Notice of Series A Meeting. The Board knows of no other business that will come before the 2023 Annual Stockholder Meeting and/or the Series A Meeting.

With respect to the 2023 Annual Stockholder Meeting, the Board is soliciting votes:

●

FOR each of the five directors named herein for election to the Board;

●

FOR approval of the amendment of the Articles of Incorporation, as amended (the “Articles”) to increase the total number of authorized shares of our common stock from 133,333,333 shares to 2,000,000,000 shares; and

●

FOR the approval of the 2023 Equity Incentive Plan.

With respect to the Series A Meeting, the Board is soliciting votes:

●

FOR the approval of an amendment of the Warrant Agent Agreement, dated February 8, 2021, by and between the Company and VStock Transfer, LLC (the “Warrant Agreement”), pursuant to which the Series A Warrants were issued, in order to reduce the exercise price of the Series A Warrants issued and outstanding under the Warrant Agreement from the stated $6.60 (post-reverse split effective exercise price of $99.00) per share to $6.13 per share, subject to adjustment (the “Exercise Price Adjustment Proposal”); and

●

FOR adjournment of the Series A Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Series A Meeting, we are not authorized to consummate the Exercise Price Adjustment Proposal (the “Series A Adjournment Proposal”).

RECORD DATE

Only stockholders as of September 15, 2023 (the “Record Date”) may virtually attend the 2023 Annual Stockholder Meeting. Only Warrant Holders as of the Record Date may virtually attend the Series A Meeting.

ADDITIONAL INFORMATION ABOUT THESE PROXY MATERIALS AND VOTING

For stockholders, we are providing you with these proxy materials because the Board is soliciting your proxy to vote at the 2023 Annual Stockholder Meeting, including at any adjournments or postponements thereof, to be held on November 14, 2023 at 12:00 p.m. Eastern Time. You are invited to virtually attend the 2023 Annual Stockholder Meeting to vote on the proposals described in this Proxy Statement relating to the 2023 Annual Stockholder Meeting. However, you do not need to virtually attend the 2023 Annual Stockholder Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy. The purpose of the 2023 Annual Stockholder Meeting and the matters to be acted on are stated in the accompanying Notice of Annual Meeting of Stockholders. The Board knows of no other business that will come before the 2023 Annual Stockholder Meeting. The proxy materials, including this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”), are being distributed and made available on or about October 4, 2023.

For Series A Holders, we are providing you with these proxy materials because the Board is soliciting your proxy to vote at the Series A Meeting, including at any adjournments or postponements thereof, to be held on November 14, 2023 at 12:30 p.m. Eastern Time. You are invited to virtually attend the Series A Meeting to vote on the proposals described in this Proxy Statement relating to the Series A Meeting. However, you do not need to virtually attend the Series A Meeting to vote your shares. Instead, you may simply follow the instructions below to submit your proxy. The purpose of the Series A Meeting and the matters to be acted on are stated in the accompanying Notice of Special Meeting of Series A Holders. The Board knows of no other business that will come before the Series A Meeting. The proxy materials, including this Proxy Statement and our 2022 Annual Report, are being distributed and made available on or about October 4, 2023.

Q:	*Why am I receiving these materials?*

A:	If you are a Reliance Global Group stockholder, we have sent you these proxy materials because the Board is soliciting your proxy to vote at the 2023 Annual Stockholder Meeting, including at any adjournments or postponements of the 2023 Annual Stockholder Meeting. If you are Series A Holder, we have sent you these proxy materials because the Board is soliciting your proxy to vote at the Series A Meeting, including at any adjournments or postponements of the Series A Meeting.

Q:	*Who can vote at the 2023 Annual Stockholder Meeting?*

A:	Only stockholders of record at the close of business on the Record Date will be entitled to vote at the 2023 Annual Stockholder Meeting. On the Record Date, there were 2,127,809 shares of common stock outstanding and entitled to vote.

	Stockholder of Record: Shares Registered in Your Name

	If, on the Record Date, your shares were registered directly in your name with the Company’s transfer agent, VStock Transfer, LLC (“VStock”), then you are a stockholder of record. As a stockholder of record, you may directly vote your shares at the 2023 Annual Stockholder Meeting or submit a proxy to have your shares voted. We urge you to fill out and return the enclosed proxy card or submit a proxy on the internet as instructed below to ensure your vote is counted.

	Beneficial Owner: Shares Registered in the Name of a Broker or Bank

	If, on the Record Date, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the 2023 Annual Stockholder Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You will receive voting instructions from your broker, bank or nominee describing the available processes for voting your stock.

Q:	*Who can vote at the Series A Meeting?*

A:	Only Series A Holders of record at the close of business on the Record Date will be entitled to vote at the Series A Meeting. On the Record Date, there were 1,695,000 Series A Warrants outstanding and entitled to vote.

	Series A Holder of Record: Series A Warrants Registered in Your Name

	If, on the Record Date, your Series A Warrants were registered directly in your name with VStock, the Company’s transfer agent, then you are a Series A Holder of record. As a Series A Holder of record, you may directly vote your Series A Warrants at the Series A Meeting or submit a proxy to have your Series A Warrants voted. We urge you to fill out and return the enclosed proxy card or submit a proxy on the internet as instructed below to ensure your vote is counted.

	Beneficial Owner: Series A Warrants Registered in the Name of a Broker or Bank

	If, on the Record Date, your Series A Warrants were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of Series A Warrants held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the Series A Holder of record for purposes of voting at the Series A Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the Series A Warrants in your account. You will receive voting instructions from your broker, bank or nominee describing the available processes for voting your Series A Warrants.

Q:	*What information is contained in the Proxy Statement?*

A:	The information included in this Proxy Statement relates to the proposals to be voted on at the 2023 Annual Stockholder Meeting and the Series A Meeting, respectively, the voting process, the compensation of our directors and executive officers, and other required information.

Q:	*How do I get electronic access to the proxy materials?*

A:	This Proxy Statement and the 2022 Annual Report are available at https://relianceglobalgroup.com/.

Q:	*What items of business will be voted on at the 2023 Annual Stockholder Meeting?*

A:	The three items of business scheduled to be voted on at the 2023 Annual Stockholder Meeting are:

		(i)	Election of our five nominee directors named herein (Proposal 1);
		(ii)	Approval of the amendment of the Articles to increase the total number of authorized shares of our common stock from 133,333,333 shares to 2,000,000,000 shares (Proposal 2); and
		(iii)	approval of the 2023 Equity Incentive Plan (Proposal 3).

	We will also consider any other business that properly comes before the 2023 Annual Stockholder Meeting.

Q:	*What items of business will be voted on at the Series A Meeting?*

A:	The two items of business scheduled to be voted on at the Series A Meeting are:

		(i)	The Exercise Price Adjustment Proposal (Series A Proposal 1); and
		(ii)	The Series A Adjournment Proposal (Series A Proposal 2).

	We will also consider any other business that properly comes before the Series A Meeting.

Q:	*How does the Board recommend that I vote?*

A:	For stockholders, the Board recommends that you vote your shares:

		●	FOR each of the five directors named herein for election to the Board (Proposal 1);
		●	FOR approval of the amendment of the Articles to increase the total number of authorized shares of our common stock from 133,333,333 shares to 2,000,000,000 shares (Proposal 2); and
		●	FOR the approval of the 2023 Equity Incentive Plan (Proposal 3).

	For Series A Holders, the Board recommends that you vote your Series A Warrants:

		●	FOR the Exercise Price Adjustment Proposal (Series A Proposal 1); and
		●	FOR the Series A Adjournment Proposal (Series A Proposal 2).

Q:	*What shares and Series A Warrants can I vote?*

A:	You may vote or cause to be voted all shares and/or Series A Warrants owned by you as of the close of business on September 15, 2023, the Record Date. This includes: (i) shares and/or Series A Warrants held directly in your name as a stockholder of record and/or Series A Holder of record; and (ii) shares and/or Series A Warrants held for you, as the beneficial owner, through a broker or other nominee, such as a bank.

Q:	*If I am a stockholder, how may I vote at the 2023 Annual Stockholder Meeting?*

A:	If you are a stockholder, you may either vote FOR any of the nominees to the Board or you may WITHHOLD your vote for any nominee you specify. With respect to Proposals 2 and 3, you may vote FOR, AGAINST, or ABSTAIN. The procedures for voting are described below.

	Stockholder of Record: Shares Registered in Your Name

	If you are a stockholder of record, you may have your shares voted in person at the 2023 Annual Stockholder Meeting or by proxy using the enclosed stockholder proxy card, or submit your proxy through the internet or by telephone. We urge you to have your shares voted by proxy to ensure your vote is counted.

	●	To have your shares voted using the stockholder proxy card, simply complete, sign and date the enclosed stockholder proxy card and return it promptly in the envelope provided. If you return your signed stockholder proxy card to us before the 2023 Annual Stockholder Meeting, the proxyholder will vote your shares as you direct.

	●	To have your shares voted through a proxy submitted by the internet, go to http://www.voteproxy.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the enclosed stockholder proxy card. Your internet or telephonic proxy must be received by 11:59 p.m., Eastern Time, on November 13, 2023 to be counted.

	Beneficial Owner: Shares Registered in the Name of Broker or Bank

	If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a voting instruction form with these proxy materials from that organization rather than from the Company. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

Q:	*If I am a Series A Holder, how may I vote at the Series A Meeting?*

A:	If you are a Series A Holder, you may vote FOR, AGAINST, or ABSTAIN with respect to Series A Proposals 1 and 2. The procedures for voting are described below.

	Series A Holder of Record: Series A Warrants Registered in Your Name

	If you are a Series A Holder of record, you may have your Series A Warrants voted in person at the Series A Meeting or by proxy using the enclosed Series A Holder proxy card, or submit your proxy through the internet or by telephone. We urge you to have your Series A Warrants voted by proxy to ensure your vote is counted.

		●	To have your Series A Warrants voted using the Series A Holder proxy card, simply complete, sign and date the enclosed Series A Holder proxy card and return it promptly in the envelope provided. If you return your signed Warrant Holder proxy card to us before the Series A Meeting, the proxyholder will vote your Series A Warrants as you direct.

		●	To have your Series A Warrants voted through a proxy submitted by the internet, go to http://www.voteproxy.com to complete an electronic proxy card. You will be asked to provide the company number and control number from the enclosed Warrant Holder proxy card. Your internet or telephonic proxy must be received by 11:59 p.m., Eastern Time, on November 13, 2023 to be counted.

	Beneficial Owner: Shares Registered in the Name of Broker or Bank

	If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a voting instruction form with these proxy materials from that organization rather than from Reliance Global Group. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

Q:	*How many votes do I have?*

A:	If you are a stockholder, on each matter to be voted upon at the 2023 Annual Stockholder Meeting (Proposals 1, 2, and 3), you have one vote for each share of common stock you own as of the Record Date. If you are a Series A Holder, on each matter to be voted upon at the Series A Meeting (Series A Proposals 1 and 2), you have one vote for each Series A Warrant you own as of the Record Date.

Q:	*What happens if I am a stockholder and do not vote?*

A:	Stockholder of Record: Shares Registered in Your Name

	If you are a stockholder of record and do not vote in person (virtually) or by proxy by completing your stockholder proxy card or submitting your proxy through the internet or by telephone, your shares will not be voted.

	Beneficial Owner: Shares Registered in the Name of Broker or Bank

	If you are a beneficial owner of shares and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the New York Stock Exchange (the “NYSE”) deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of the holder, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, if you are a stockholder, your broker or nominee may not vote your shares on Proposals 1 or 3 without your instructions, but may vote your shares on Proposal 2 even in the absence of your instruction.

Q:	*What happens if I am a Series A Holder and do not vote?*

A:	The approval of the Exercise Price Adjustment Proposal requires the affirmative vote by the holders of at least 50.1% of the outstanding Series A Warrants. The Series A Adjournment Proposal, if presented, requires the affirmative vote by the holders of a majority of the outstanding Series A Warrants that are present and entitled to vote at the Series A Meeting. Abstentions and broker non-votes will have the same effect as a vote against the Exercise Price Adjustment Proposal but, assuming a valid quorum is present, will have no effect on the Series A Adjournment Proposal, if presented.

Q:	*What if I return a stockholder proxy card or otherwise submit a stockholder proxy but do not make specific choices?*

A:	If you are a record stockholder and return a signed and dated stockholder proxy card or otherwise submit a proxy without marking voting selections, your shares will be voted, as applicable, FOR the election of all five nominees for director and FOR Proposals 2 and 3. If any other matter is properly presented at the 2023 Annual Stockholder Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares in accordance with the Board’s recommendations.

Q:	*What if I return a Series A proxy card or otherwise submit a Series A proxy but do not make specific choices?*

A:	If you are a Series A Holder of record and return a signed and dated Series A proxy card or otherwise submit a proxy without marking voting selections, your Series A Warrants will be voted, as applicable, FOR the Exercise Price Adjustment Proposal (Series A Proposal 1), and FOR the Series A Adjournment Proposal (Series A Proposal 2). If any other matter is properly presented at the 2023 Annual Stockholder Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your Series A Warrants in accordance with the Board’s recommendations.

Q:	*Who can help answer my questions?*

A:	If you have any questions about the 2023 Annual Stockholder Meeting or the Series A Meeting, or how to vote, submit a proxy or revoke your proxy, or you need additional copies of this Proxy Statement or voting materials, you should contact the Corporate Secretary, Reliance Global Group, Inc., 300 Blvd. of the Americas, Suite 105, Lakewood, NJ 08701, or by phone at (732) 380-4600.

What is a quorum and why is it necessary?

Conducting business at each of the 2023 Annual Stockholder Meeting and the Series A Meeting requires a quorum.

For the 2023 Annual Stockholder Meeting, a quorum will be present if stockholders holding at least a majority of the shares entitled to vote on the Record Date represented in person or proxy are present (virtually) at the 2023 Annual Stockholder Meeting in person or by proxy.

For the Series A Meeting, a quorum will be present if Series A Holders holding at least a majority of the Series A Warrants entitled to vote on the Record Date represented in person or proxy are present (virtually) at the Series A Meeting in person or by proxy.

Abstentions are treated as present for purposes of determining whether a quorum exists. Your shares and/or Series A Warrants, as the case may be, will be counted toward the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote at the applicable meeting. If you are a beneficial owner whose securities are held by a broker, bank or other nominee, you must instruct the broker, bank or nominee how to vote your securities. If you do not provide voting instructions, your shares and/or Series A Warrants will not be voted on proposals on which brokers do not have discretionary authority. This is called a “broker non-vote.” Broker non-votes are counted as present and entitled to vote for purposes of determining a quorum. If there is no quorum, the applicable meeting may be adjourned by the holders of a majority of the securities represented, and who would be entitled to vote at a meeting if a quorum were present to another date.

Q:	*What is the voting requirement to approve each of the proposals at the 2023 Annual Stockholder Meeting?*

A:	For Proposal 1 (the election of directors), the five persons named herein receiving the highest number of FOR votes (from the holders of votes of shares present in person or represented by proxy at the 2023 Annual Stockholder Meeting and entitled to vote on the election of directors) will be elected. Only votes FOR will affect the outcome. Abstentions, WITHHELD votes and broker non-votes will have no effect on the outcome of the vote as long as each nominee receives at least one FOR vote. You do not have the right to cumulate your votes.

	To be approved, Proposal 2 (approval of the Articles amendment to increase the total number of authorized shares of our common stock from 133,333,333 shares to 2,000,000,000 shares), the votes cast by holders of the shares represented at the 2023 Annual Stockholder Meeting favoring the proposal must exceed the votes cast opposing the proposal. Accordingly, abstentions on this proposal will have the same effect as a vote AGAINST the proposal. Because Proposal 2 is a routine matter for which brokers have discretion, broker non-votes will not exist for this matter. To be approved, Proposal 3, which relates to approval of the 2023 Equity Incentive Plan, the votes cast by holders of the shares represented at the 2023 Annual Stockholder Meeting favoring the proposal must exceed the votes cast opposing the proposal. Abstentions will have the same effect as an AGAINST vote. Broker non-votes will have no effect.

	If your shares are held in “street name” and you do not indicate how you wish to vote, your broker is permitted to exercise its discretion to vote your shares on certain “routine” matters. The only routine matter to be submitted to our stockholders at the 2023 Annual Stockholder Meeting is Proposal 2. If you do not direct your broker how to vote for Proposal 2 your broker may exercise discretion and your broker may vote your shares on that proposal in its discretion. Therefore, it is important that you provide voting instructions to your broker or other nominee, if you wish to determine the voting of your shares for Proposal 2. None of our other proposals are routine matters. Accordingly, if you do not direct your broker how to vote in Proposals 1 and 3, your broker may not exercise discretion and may not vote your shares on that proposal.

	For purposes of Proposal 1 and Proposal 3, broker non-votes are not considered to be “votes cast” at the 2023 Annual Stockholder Meeting and the shares represented by broker non-votes are not “entitled to vote” on those matters. As such, a broker non-vote will not be counted as a vote FOR or WITHHELD with respect to a director in Proposal 1, or a vote FOR or AGAINST with respect to Proposal 3; and, therefore, will have no effect on the outcome of the vote on any such proposal. Abstentions will be counted in determining the total number of shares present in person or represented by proxy and entitled to vote on each of the proposals and will therefore have the effect of a vote AGAINST Proposal 2, and will have no effect on the outcome of the vote on Proposal 1 and Proposal 3.

	We encourage you to vote FOR each of the nominees named in Proposal 1, FOR Proposal 2, and FOR Proposal 3.

Q:	*What is the voting requirement to approve each of the proposals at the Series A Meeting?*

A:	The Exercise Price Adjustment Proposal (Series A Proposal 1) requires the vote (in person virtually or by proxy) of at least 50.1% of the outstanding Series A Warrants in order to be approved. Accordingly, abstentions on this proposal will have the same effect as a vote AGAINST the proposal. If presented, the Series A Adjournment Proposal (Series A Proposal 2) requires the vote (in person virtually or by proxy) of at least 50.1% of the outstanding Series A Warrants in order to be approved. Accordingly, abstentions on this proposal will have the same effect as a vote AGAINST the proposal.

Q:	*What should I do if I receive more than one Proxy Statement?*

A:	You may receive more than one Proxy Statement. For example, if you are a stockholder or Series A Holder of record and your shares or Series A Warrants, as the case may be, are registered in more than one name, you will receive more than one Proxy Statement. Please follow the voting instructions on all of the Proxy Statements to ensure that all of your shares and/or Series A Warrants are voted.
Q:	*Where can I find the voting results of the 2023 Annual Stockholder Meeting and the Series A Meeting?*

A:	We intend to announce preliminary voting results at each of the 2023 Annual Stockholder Meeting and the Series A Meeting, and publish final results in a Current Report on Form 8-K, which will be filed within four business days of the meetings. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the 2023 Annual Stockholder Meeting and the Series A Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

Q:	*What happens if additional matters are presented at the 2023 Annual Stockholder Meeting?*

A:	Other than the items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the 2023 Annual Stockholder Meeting and the Series A Meeting. If you grant a proxy, the persons named as proxy holders, Ezra Beyman, our Chief Executive Officer and Executive Chairman, and Joel Markovits, our Chief Financial Officer, will have the discretion to vote your securities on any additional matters properly presented for a vote at the 2023 Annual Stockholder Meeting and/or the Series A Meeting. If you are a stockholder and for any unforeseen reason, any of our nominees is not available as a candidate for director, the persons named as proxy holders will vote your proxy for any one or more other candidates nominated by the Board.

How many shares are outstanding and how many votes is each share entitled? How many Series A Warrants are outstanding and how many votes is each Series A Warrant entitled?

Each share of our common stock that is issued and outstanding as of the close of business on the Record Date is entitled to be voted on all items being voted on at the 2023 Annual Stockholder Meeting, with each share being entitled to one vote on each matter. As of the Record Date, 2,127,809 shares of common stock were issued and outstanding.

Each Series A Warrant that is issued and outstanding as of the close of business on the Record Date is entitled to be voted on all items being voted on at the Series A Meeting, with each Series A Warrant being entitled to one vote on each matter. As of the Record Date, 1,695,000 Series A Warrants were issued and outstanding.

Q:	*Who will count the votes?*

A:	One or more inspectors of election will tabulate the votes.

Q:	*Is my vote confidential?*

A:	Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed, either within Reliance Global Group or to anyone else, except: (1) as necessary to meet applicable legal requirements; (2) to allow for the tabulation of votes and certification of the vote; or (3) to facilitate a successful proxy solicitation.

Q:	*Who will bear the cost of soliciting votes for the 2023 Annual Stockholder Meeting and the Series A Meeting?*

A:	The Board is making these solicitations on behalf of Reliance Global Group, which will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials. Certain of our directors, officers, and employees, without any additional compensation, may also solicit your vote in person, by telephone, or by electronic communication. On request, we will reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. In addition to the use of the mail, proxies may be solicited by personal interview, telephone, telegram, facsimile and advertisement in periodicals and postings, in each case by our directors, officers and employees without additional compensation. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward solicitation materials to beneficial owners and will be reimbursed for their reasonable expenses incurred in so doing.

Q:	*When are stockholder proposals and director nominations due for next year’s Annual Meeting?*

A:	Stockholders who intend to present proposals for inclusion in next year’s proxy materials at the 2024 Annual Meeting of Stockholders (“2024 Annual Meeting”) under Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) must ensure that such proposals are received by the Corporate Secretary of the Company in writing not later than June 6, 2024 at Reliance Global Group, Inc., 300 Blvd. of the Americas, Suite 105, Lakewood, NJ 08701. If you wish to submit a proposal (including a director nomination) at the 2024 Annual Meeting, you must comply with all applicable requirements of Rule 14a-8.

	See “Stockholder Proposals For the 2024 Annual Meeting.”

2023 ANNUAL STOCKHOLDER MEETING

PROPOSAL 1

ELECTION OF DIRECTORS

The Board currently consists of five directors. At the recommendation of our Nominating and Governance Committee, the Board proposed that Ezra Beyman, Alex Blumenfrucht, Scott Korman, Ben Fruchtzweig and Sheldon Brickman, and for a one-year term expiring at the 2024 Annual Meeting and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification, or removal.

Shares represented by proxies will be voted “FOR” the election of each of the five nominees named below, unless the proxy is marked to withhold authority to so vote. If any nominee for any reason is unable to serve or for good cause will not serve, the proxies may be voted for such substitute nominee as the proxy holder might determine. Each nominee has consented to being named in this Proxy Statement and to serve if elected. Proxies may not be voted for more than two directors. Stockholders may not cumulate votes for the election of directors.

The following is a brief biography of each nominee and each director whose term will continue after the 2023 Annual Stockholder Meeting.

Nominees to the Board of Directors

Each of the director nominees and their age and position with our company are provided in the table below and in the additional biographical descriptions set forth in the text below the table.

Name of Director Nominee	Age	Position	Director Since
Ezra Beyman	68	Chairman and Chief Executive Officer	2018
Alex Blumenfrucht	35	Director	2018
Scott Korman	68	Director	2019
Ben Fruchtzweig	59	Director	2019
Sheldon Brickman	57	Director	2020

Ezra Beyman

Director of Reliance Global Group, Inc.

2018 – Present: Chief Executive Officer of Reliance Global Group, Inc.

1985- Present: Chairman of Reliance Global Holdings, LLC and Affiliates

Mr. Beyman has served as the Chairman of our Board and our Chief Executive Officer since 2018. Mr. Beyman is the central force leading the success and growth of Reliance Global Group, Inc. Drawing on his nearly three decades of entrepreneurial experience in real estate and ten years in insurance, he has set his vision and acuity on one integrated goal: integrity and success. At one point in time Mr. Beyman’s portfolio of commercial and residential properties comprised of approximately 40,000 units, as well as several insurance agencies. In 1985, he founded a small mortgage brokerage, together with his wife, which he operated in his basement. From there, his company rapidly grew into a dynamic force on the market. By 2008, he owned the third largest licensed mortgage brokerage in the U.S., having acquired numerous mortgage companies in the interim. He also expanded to real estate acquisition, having grown his portfolio to over three billion dollars. In expanding his investments, Mr. Beyman began exploring opportunities in other markets, acquiring several insurance agencies in both Florida and New Jersey. His ventures included entering the domains of warrantee and insurance carriers. Raised in the New York metropolitan area, Mr. Beyman spent his secondary and post-secondary school years at Mesivta Tifereth Yerushalayim, where he advanced his analytic abilities while mastering various areas of Talmudic studies, earning a position as one of the closest students of the Dean. He earned his First Talmudic degree in 1975.

The Board determined that Mr. Beyman’s business experience makes him an ideal director for the Company.

Alex Blumenfrucht

Director of Reliance Global Group, Inc.

2018 - 2022: Former CFO of Reliance Global Group, Inc.

2015 – 2018: Audit senior at Deloitte and Touché.

Alex Blumenfrucht has served as member of our Board since 2018 and served as our Chief Financial Officer (CFO) from 2018 until June 1, 2022, at which time he resigned as our Chief Financial Officer and accepted employment as CFO of an unaffiliated company. Prior to joining our Company, Mr. Blumenfrucht served as an Audit & Assurance Professional at Deloitte & Touché, LLP from September 2015 until May 2018, where he successfully led audit teams on both public and privately held corporations.

The Board determined that Mr. Blumenfrucht’s extensive experience in internal control, financial analysis, and reporting for both private and publicly traded companies is central to the Company’s management of finances, reporting, and controls and makes him an ideal director.

Scott Korman

Director - Joined Board in 2019

1984 – Present: President of Nashone, Inc

2019 – Present: CEO, Illumina Radiopharmaceuticals LLC

Mr. Korman has served on our Board since December 2019 and he currently serves as President of Nashone, Inc., a private equity firm, which he founded in 1984. In this role, Mr. Korman is involved in financial advisory, M&A, and general management assignments. He is a founder and Managing Member and CEO of Innervate Radiopharmaceuticals LLC since May 2019, CEO of Sentry Laboratories LLC since February 2020 and CFO and board member of Adenocyte LLC since 2018. Mr. Korman previously served as Chairman and CEO of Best Manufacturing Group LLC, a leading manufacturer and distributor of uniforms, napery, service apparel, and hospitality and healthcare textiles. Mr. Korman also served as President and CEO of Welsh Farms Inc., a full-service dairy processor and distributor of milk, ice cream mix and ice cream products. Mr. Korman received a B.S. degree in Economics from the University of Pennsylvania Wharton School. He has served as a member of the Board of Directors of Tofutti Brands, Inc. since December 2011. He also serves on the boards of various not-for-profit groups.

The Board determined that Mr. Korman’s business experience makes him an ideal director for the Company.

Ben Fruchtzweig

Joined Board in 2019

2013 – Current: Mosdos Beis Abba

Mr. Fruchtzweig has served on our Board since December 2019 and brings decades of executive experience in accounting and financial services. He currently serves on the board of Mosdos Beis Abba since June 2013. He has served as Chief Comptroller/Financial Analyst at national financial services and investment companies. He received his NYS C.P.A. license in 1987 and has worked at Deloitte Haskins and Sells and other leading accounting firms. Currently, Mr. Fruchtzweig lectures on a variety of topics including business ethics. He also serves on a voluntary basis as a trustee of a non-profit private foundation, which serves to provide the needed financial support, services and guidance to qualifying individuals and families. Mr. Fruchtzweig graduated Magna Cum Laude from Queens College/C.U.N.Y. in June 1985.

The Board believes that Mr. Fruchtzweig’s strong accounting and finance background makes him a strong director.

Sheldon Brickman

Joined Board in 2020

2013 – Present: President of Rockshore Advisors LLC

Mr. Brickman has served on our Board since August 2020 and has been President of Rockshore Advisors LLC since May 2013. Sheldon has over 25 years of M&A advisory and business development experience, totaling more than $40 billion in deal value. Additionally, he has served as Chief Financial Officer of InfinT Acquisition Corporation since May 2021. Sheldon has worked for numerous multibillion-dollar insurance carriers, including assignments for such companies as AIG, Aetna and National General. He has assisted international companies (in the UAE, UK, Asia and Latin America), start-up operations, and regional insurance carriers. Mr. Brickman’s experience covers the property casualty and life/health markets, including working with insurance carriers, managing general agencies, wholesalers, retailers and third-party administrators.

The Board determined that Mr. Brickman’s M&A and insurance industry experience makes him an ideal director for the Company.

Vote Required

Provided that a quorum is present, the nominees for director receiving a plurality of the votes cast at the 2023 Annual Stockholder Meeting in person or by proxy will be elected. Accordingly, the five nominees receiving the highest number of votes will be elected.

Family Relationships

There are no arrangements between our directors and any other person pursuant to which our directors were nominated or elected for their positions. Except for Ezra Beyman, our Chairman and Chief Executive Officer, and Yaakov Beyman, our Executive Vice President, Insurance Division, who are father and son, there are no family relationships between any of our directors or executive officers.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION

OF THESE NOMINEES AS DIRECTORS

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Diversity Matrix

Total Number of Directors	5
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors		5	-	-
Part II: Demographic Background
African American or Black	-		-	-
Alaskan Native or Native American	-	-	-	-
Asian	-		-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	-	5	-	-
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	-
Did Not Disclose Demographic Background	-

INFORMATION REGARDING COMMITTEES OF THE BOARD OF DIRECTORS

Committees of the Board of Directors

Our Board has established three standing committees: an Audit Committee, a Nominating and Governance Committee and a Compensation Committee, which are described below. Members of these committees are elected annually at a regular meeting of the Board held in conjunction with the annual stockholders’ meeting. The charter of each committee is available on our website at www.relianceglobalgroup.com, and our committee appointments are set forth above.

Audit Committee

The Audit Committee has authority to review our financial records, deal with our independent auditors, recommend to the Board policies with respect to financial reporting, and investigate all aspects of our business. All of the members of the Audit Committee currently satisfy the independence requirements and other established criteria of The NASDAQ Stock Market (“NASDAQ”).

The Audit Committee has sole authority for the appointment, compensation and oversight of the work of our independent registered public accounting firm, and responsibility for reviewing and discussing with management and our independent registered public accounting firm our audited consolidated financial statements included in our Annual Report on Form 10-K, our interim financial statements and our earnings press releases. The Audit Committee also reviews the independence and quality control procedures of our independent registered public accounting firm, reviews management’s assessment of the effectiveness of internal controls, discusses with management the Company’s policies with respect to risk assessment and risk management and will review the adequacy of the Audit Committee charter on an annual basis.

Scott Korman, Ben Fruchtzweig and Sheldon Brickman who are all independent directors and sit on this Committee, with Scott Korman being the Chair and Audit Committee Financial Expert.

Nominating and Governance Committee

The Nominating and Corporate Governance Committee has the following responsibilities: (a) setting qualification standards for director nominees; (b) identifying, considering and nominating candidates for membership on the Board; (c) developing, recommending and evaluating corporate governance standards and a code of business conduct and ethics applicable to the Company; (d) implementing and overseeing a process for evaluating the Board, Board committees (including the Committee) and overseeing the Board’s evaluation of the Chairman and Chief Executive Officer of the Company; (e) making recommendations regarding the structure and composition of the Board and Board committees; (f) advising the Board on corporate governance matters and any related matters required by the federal securities laws; and (g) assisting the Board in identifying individuals qualified to become Board members; recommending to the Board the director nominees for the next annual meeting of stockholders; and recommending to the Board director nominees to fill vacancies on the Board.

The Nominating and Governance Committee determines the qualifications, qualities, skills, and other expertise required to be a director and to develop, and recommend to the Board for its approval, criteria to be considered in selecting nominees for director (the “Director Criteria”); identifies and screens individuals qualified to become members of the Board, consistent with the Director Criteria. The Nominating and Governance Committee considers any director candidates recommended by the Company’s shareholders pursuant to the procedures described in the Company’s proxy statement, and any nominations of director candidates validly made by shareholders in accordance with applicable laws, rules and regulations and the provisions of the Company’s charter documents. The Nominating and Governance Committee makes recommendations to the Board regarding the selection and approval of the nominees for director to be submitted to a stockholder vote at the annual meeting of stockholders, subject to approval by the Board. The Nominating and Governance Committee does not have a set policy or process for considering diversity in identifying nominees, but strives to identity and recruit nominees with a broad diversity of experience, talents, professions, backgrounds, perspective, age, gender, ethnicity and country of citizenship, and who possess the commitment necessary to make a significant contribution to the Company. Board nominees should be committed to enhancing long-term stockholder value and should possess high standards of integrity and ethical behavior.

Scott Korman, Ben Fruchtzweig and Sheldon Brickman sit on this Committee with Sheldon Brickman being the Chair.

Compensation Committee

The Compensation Committee oversees our executive compensation and recommends various incentives for key employees to encourage and reward increased corporate financial performance, productivity and innovation.

The Compensation Committee is responsible for: (a) assisting our Board in fulfilling its fiduciary duties with respect to the oversight of the Company’s compensation plans, policies and programs, including assessing our overall compensation structure, reviewing all executive compensation programs, incentive compensation plans and equity-based plans, and determining executive compensation; and (b) reviewing the adequacy of the Compensation Committee charter on an annual basis. The Compensation Committee, among other things, reviews and approves the Company’s goals and objectives relevant to the compensation of the Chief Executive Officer, evaluate the Chief Executive Officer’s performance with respect to such goals, and set the Chief Executive Officer’s compensation level based on such evaluation. The Compensation Committee also considers the Chief Executive Officer’s recommendations with respect to other executive officers and evaluates the Company’s performance both in terms of current achievements and significant initiatives with long-term implications. It assesses the contributions of individual executives and recommend to the Board levels of salary and incentive compensation payable to executive officers of the Company; compares compensation levels with those of other leading companies in similar or related industries; reviews financial, human resources and succession planning within the Company; recommend to the Board the establishment and administration of incentive compensation plans and programs and employee benefit plans and programs; recommends to the Board the payment of additional year-end contributions by the Company under certain of its retirement plans; grants stock incentives to key employees of the Company and administer the Company’s stock incentive plans; and reviews and recommends for Board approval compensation packages for new corporate officers and termination packages for corporate officers as requested by management.

Scott Korman, Ben Fruchtzweig and Sheldon Brickman sit on this Committee with Ben Fruchtzweig being the Chair.

Changes in Nominating Procedures

None.

Board Leadership Structure and Role in Risk Oversight

Although we have not adopted a formal policy on whether the Chairman and Chief Executive Officer positions should be separate or combined, we have traditionally determined that it is in the best interests of the Company and its shareholders to partially combine these roles. Due to the small size of the Company, we believe it is currently most effective to have the Chairman and Chief Executive Officer positions partially combined.

Our Board is primarily responsible for overseeing our risk management processes. The Board receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding the Company’s assessment of risks. The Board focuses on the most significant risks facing the Company and our general risk management strategy, and also ensures that risks undertaken by us are consistent with the Board’s risk parameters. While the Board oversees the Company, our management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing the Company and that our board leadership structure supports this approach.

Delinquent Section 16(a) Reports

Section 16(a) of Exchange Act requires our executive officers and directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Commission initial statements of beneficial ownership, statements of changes in beneficial ownership and annual statement of changes in beneficial ownership with respect to their ownership of the Company’s securities, on Form 3, 4 and 5, respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission (the “SEC”) regulations to furnish our Company with copies of all Section 16(a) reports they file.

Based solely on a review of the copies of such forms that were received by us, or written representations from certain reporting persons, we are not aware of any failures to file reports or report transactions in a timely manner during the most recent fiscal year or prior fiscal years that were not previously reported, except as set forth below. Each of Messrs. Ezra Beyman, Blumenfrucht, Brickman and Fruchtzweig failed to file a Form 3 prior to 2022 and such failures continued in 2022. In addition, Mr. Ezra Beyman failed to file a Form 5, relating to four bona fide gift transactions, during the fiscal year ended December 31, 2021 and such failure continued in 2022. Mr. Ezra Beyman also failed to file a Form 5, relating to two bona fide gift transactions, during the fiscal year ended December 31, 2022. Mr. Markovits failed to timely file two Form 4s during the fiscal year ended December 31, 2022. Each Form 4 related to one transaction. Mr. Korman failed to file one Form 4 related to one transaction during the fiscal year ended December 31, 2022. Mr. Yaakov Beyman failed to file (i) one Form 4 during the fiscal year ended December 31, 2021 and such failure continued in 2022, and (ii) one Form 4 during the fiscal year ended December 31, 2022. Each Form 4 related to one transaction.

Board and Committee Meetings

During our fiscal year ended December 31, 2022, the Board held nine meetings. During our fiscal year ended December 31, 2022, our Audit Committee, Compensation Committee, and Nominating and Governance Committee met two times, six times, and one time, respectively. Each of our incumbent directors that were directors during our fiscal year ended December 31, 2022 attended no less than 75% of the meetings of the Board and Board committees on which such director served during 2022.

Board Attendance at Annual Stockholders’ Meeting

Our policy is to invite and encourage each member of the Board to be present at our annual meetings of stockholders (assuming that we hold in-person annual meetings). Two members of our Board attended the 2022 Annual Meeting of Stockholders.

Anti-Hedging/Anti-Pledging Policy

We have adopted an insider trading policy which incorporates anti-hedging and anti-pledging provisions. Consequently, no employee, executive officer or director may enter into a hedge or pledge of our common stock, including short sales, derivatives, put options, swaps and collars.

Stockholder Communication with Directors

The Board has established a process to receive communications from stockholders. Stockholders and interested parties who wish to communicate with our Board, non-management members of our Board as a group, a committee of our Board or a specific member of our Board (including our chairperson or lead independent director, if any) may do so by letters addressed to the attention of our Corporate Secretary.

All communications are reviewed by the Corporate Secretary and provided to the members of our Board as appropriate. Unsolicited items, sales materials, those deemed to be frivolous or otherwise inappropriate materials and other routine items and items unrelated to the duties and responsibilities of our Board will not be provided to directors.

The address for these communications is:

Reliance Global Group, Inc.

c/o Corporate Secretary

300 Blvd. of the Americas, Suite 105

Lakewood, New Jersey 08701

Code of Ethics and Business Conduct

Our Board has adopted a Code of Ethics and Business Conduct that applies to all of our employees, officers and directors including our principal executive officer, principal financial officer and principal accounting officer. The Code of Ethics and Business Conduct has been filed with the SEC, and is available free of charge, upon request to our Corporate Secretary at Reliance Global Group, Inc., 300 Blvd. of the Americas, Suite 105, Lakewood, NJ 08701; telephone number: (732) 380-4600. Any substantive amendment to the Code of Ethics and Business Conduct, and any waiver of the Code of Ethics and Business Conduct for executive officers or directors, will be made only after approval by the Board or a committee of the Board and will be disclosed on our website at relianceglobalgroup.com. In addition, any such waiver will be disclosed within four business days on a Form 8-K filed with the SEC if then required by applicable rules and regulations.

Stockholder Recommendations for Nominations to the Board of Directors

The Nominating and Governance Committee will consider director candidates recommended by stockholders. The Nominating and Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder.

Stockholders who intend to present proposals for inclusion in next year’s proxy materials at the 2024 Annual Meeting under Rule 14a-8 promulgated under the Exchange Act must submit such proposals in writing by June 6, 2024 to Reliance Global Group, Inc., 300 Blvd. of the Americas, Suite 105, Lakewood, NJ 08701, Attention: Corporate Secretary; however, if the annual meeting of stockholders is changed by more than 30 days from the date of the previous year’s annual meeting, then the deadline will be a reasonable time prior to the time that we begin to print and send our proxy materials, as specified in a Current Report on Form 8-K filed by us with the SEC.

DIRECTOR COMPENSATION

The table below shows the compensation paid to our non-employee directors during 2022.

Name	Fees earned or paid in cash ($)		Stock awards ($)	Un-exercisable Option awards (# of Shares)		Non-equity incentive plan compensation ($)		Nonqualified deferred compensation earnings ($)		All other compensation ($)		Total (# of Restricted Shares)
Ben Fruchtzweig		42,000	-		-		-		-		-		-
Scott Korman		42,000	-		-		-		-		-		-
Sheldon Brickman		42,000	-		-		-		-		-		-
Alex Blumenfrucht		24,500	-		-		-		-		-		-

The table below shows the aggregate number of option awards outstanding at fiscal year-end for each of our current and former non-employee directors.

	Number of Shares
	Subject to Outstanding
	Options as of
Name	December 31, 2022
Ben Fruchtzweig		272
Scott Korman		272
Sheldon Brickman		272
Alex Blumenfrucht		1,556

2023 ANNUAL STOCKHOLDER MEETING

PROPOSAL 2

APPROVAL OF ARTICLES AMENDMENT

TO INCREASE AUTHORIZED SHARES OF COMMON STOCK TO 2,000,000,000

We are asking stockholders to adopt and approve an amendment to our Articles to effectuate an increase in our authorized shares of common stock (the “Authorized Share Increase Amendment”). On August 10, 2023, our Board unanimously approved and declared advisable the proposed Authorized Share Increase Amendment, and recommends that our stockholders adopt and approve the proposed Authorized Share Increase Amendment. If approved by stockholders, this Proposal 2 will authorize the amendment of our Articles to effectuate the increase in authorized shares of common stock from 133,333,333 shares of common stock to 2,000,000,000 shares of common stock (the “Authorized Share Increase”).

Assuming stockholders approve the Authorized Share Increase Amendment, the effective date of the Authorized Share Increase will be determined at the sole discretion of the Board, and may occur as soon as the day of the 2023 Annual Stockholder Meeting. The effective date of the Authorized Share Increase will be publicly announced by us. The Board may determine, in its sole discretion, not to effectuate the Authorized Share Increase and not to file any amendment to our Articles.

Our Board believes it is in our best interests to increase the number of authorized shares of common stock in order to give us greater flexibility in considering and planning for future corporate needs, including, but not limited to, stock dividends, grants under equity compensation plans, stock splits, financings, potential strategic transactions, including mergers, acquisitions and business combinations, as well as other general corporate transactions. The Board believes that additional authorized shares of common stock will enable us to take timely advantage of market conditions and favorable financing and acquisition opportunities that become available to us.

We do not have any definitive plans, arrangements, understandings or agreements regarding the issuance of the additional shares of common stock that will result from adoption of the proposed Authorized Share Increase Amendment. Except as otherwise required by law, the newly authorized shares of common stock will be available for issuance at the discretion of our Board (without further action by the stockholders) for various future corporate needs, including those outlined above. While adoption of the Authorized Share Increase Amendment would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders, any future issuance of additional authorized shares of our common stock may, among other things, dilute the earnings per share of our common stock and the equity and voting rights of those holding common stock at the time the additional shares are issued.

Any newly authorized shares of common stock will be identical to the shares of common stock now authorized and outstanding. The Authorized Share Increase Amendment will not affect the rights of current holders of our common stock, none of whom have preemptive or similar rights to acquire the newly authorized shares.

Board Discretion to Implement the Authorized Share Increase

The Board believes that stockholder adoption and approval of the Authorized Share Increase is in the best interests of our stockholders. If our stockholders approve this Proposal 2, the Board will implement the Authorized Share Increase only upon a determination that the Authorized Share Increase is in the best interests of the stockholders at that time. The Board may abandon the Authorized Share Increase in its sole discretion.

Effective Time

The effective time of the Authorized Share Increase, if the proposed Authorized Share Increase Amendment is adopted and approved by stockholders and the Authorized Share Increase is implemented at the discretion of the Board, will be the date and time that the Articles of Amendment effecting the Authorized Share Increase is filed with the Florida Secretary of State or such later time as is specified therein. Such filing may occur as soon as the day of the 2023 Annual Stockholder Meeting or at any time prior to the 2024 Annual Meeting. The exact timing of the Authorized Share Increase will be determined by our Board based on its evaluation as to when such action will be the most advantageous to the Company and its stockholders, and the effective date will be publicly announced by the Company.

The Authorized Share Increase may be delayed or abandoned without further action by the stockholders at any time prior to effectiveness of the Articles of Amendment with the Florida Secretary of State, notwithstanding stockholder adoption and approval of the Authorized Share Increase Amendment, if the Board, in its sole discretion, determines that it is in the best interests of the Company and its stockholders to delay or abandon the Authorized Share Increase. If the Certificate of Amendment implementing the Authorized Share Increase is not effective with the Florida Secretary of State on or before the date of the 2024 Annual Meeting, the Board will be deemed to have abandoned the Authorized Share Increase.

Appraisal Rights

Under Florida law, our stockholders are not entitled to dissenter’s rights or appraisal rights with respect to the Authorized Share Increase and we will not independently provide our stockholders with any such rights.

Interest of Certain Persons in Matters to be Acted Upon

No officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the Authorized Share Increase that is not shared by all of our other stockholders.

Vote Required

Under Florida law, the affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote at the 2023 Annual Stockholder Meeting is required to adopt and approve the Authorized Share Increase Amendment. You may vote “for,” “against” or “abstain” from voting on Proposal 2. Abstentions and broker non-votes will have the effect of a vote “against” Proposal 2.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR PROPOSAL 2.

AUDIT COMMITTEE REPORT¹

The Audit Committee has reviewed and discussed Reliance Global Group’s audited consolidated financial statements as of and for the year ended December 31, 2022 with the management of Reliance Global Group and Mazars USA LLP, Reliance Global Group’s independent registered public accounting firm. Further, the Audit Committee has discussed with Mazars USA LLP the matters required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC, and other applicable regulations, relating to the firm’s judgment about the quality, not just the acceptability, of Reliance Global Group’s accounting principles, the reasonableness of significant judgments and estimates, and the clarity of disclosures in the consolidated financial statements.

The Audit Committee also has received the written disclosures and the letter from Mazars USA LLP required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, which relate to Mazars USA LLP’s independence from Reliance Global Group, and has discussed with Mazars USA LLP its independence from Reliance Global Group. The Audit Committee has also considered whether the independent registered public accounting firm’s provision of non-audit services to Reliance Global Group is compatible with maintaining the firm’s independence. The Audit Committee has concluded that the independent registered public accounting firm is independent from Reliance Global Group and its management. The Audit Committee also considered whether, and determined that, the independent registered public accounting firm’s provision of other non-audit services to us was compatible with maintaining Mazars USA LLP’s independence. The Audit Committee also reviewed management’s report on its assessment of the effectiveness of Reliance Global Group’s internal control over financial reporting. In addition, the Audit Committee reviewed key initiatives and programs aimed at strengthening the effectiveness of Reliance Global Group’s internal and disclosure control structure. The members of the Audit Committee are not our employees and are not performing the functions of auditors or accountants. Accordingly, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards. Members of the Audit Committee necessarily rely on the information provided to them by management and the independent auditors. Accordingly, the Audit Committee’s considerations and discussions referred to above do not constitute assurance that the audit of our consolidated financial statements has been carried out in accordance with the standards of the PCAOB or that our auditors are in fact independent.

Based on the reviews, reports and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board approved, that Reliance Global Group’s audited consolidated financial statements for the year ended December 31, 2022 be included in Reliance Global Group’s Annual Report on Form 10-K for the year ended December 31, 2022, for filing with the SEC.

Submitted by the Audit Committee of the Board of Directors.

Members of the Audit Committee

Ben Fruchtzweig

Scott Korman

Sheldon Brickman

¹The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not incorporated by reference in any filing of Reliance Global Group under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Fees Paid to the Independent Registered Public Accounting Firm

Mazars USA LLP (“Mazars”) has served as our independent auditors since March 9, 2020. The appointment of Mazars as our independent public accountants was unanimously approved by the Audit Committee and our Board.

The following table sets forth the aggregate fees paid by the Company for the fiscal years ended December 31, 2022 and 2021 to our independent auditors:

Auditors	Year	Audit Fees		Audit Related Fees		Tax Fees		All Other Fees
Mazars USA LLP	2022	$	319,750	$	-	$	11,000	$	7,500
Mazars USA LLP	2021	$	263,480	$	99,750	$	19,000	$	-

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

The Audit Committee has determined that the rendering of non-audit services by Mazars USA LLP in 2022 and 2021 is compatible with maintaining the principal accountant’s independence.

2023 ANNUAL STOCKHOLDER MEETING

PROPOSAL 3

APPROVAL OF 2023 EQUITY INCENTIVE PLAN

On August 10, 2023, the Board approved, and proposed for stockholder approval, the 2023 Equity Incentive Plan. A copy of the 2023 Equity Incentive Plan is attached as Appendix I to this Proxy Statement.

The Board’s approval and recommendation of the 2023 Equity Incentive Plan follows a review by the Compensation Committee of our existing compensation program, comparable plans at other companies and trends in long-term compensation, particularly in the industries in which we compete.

The Board believes the 2023 Equity Incentive Plan will serve as an essential element of our compensation program and will be critical to our ability to attract and retain the highly qualified employees essential for the execution of our business strategy. The Board believes the 2023 Equity Incentive Plan, as proposed, will (i) attract and retain key personnel, and (ii) provide a means whereby directors, officers, employees, consultants, and advisors of the Company and its subsidiaries can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measure by reference to the value of the Company’s common stock, thereby strengthening their commitment to the welfare of the Company and its subsidiaries and aligning their interests with those of the Company’s stockholders. The 2023 Equity Incentive Plan provides for various stock-based incentive awards, including incentive and nonqualified stock options, stock appreciation rights (“SARs”), restricted stock and restricted stock units (“RSUs”), and other equity-based or cash-based awards.

The 2023 Equity Incentive Plan highlights and the summary of the material features of the 2023 Equity Incentive Plan appearing below are qualified in their entirety by reference to the copy of the 2023 Equity Incentive Plan attached hereto as Appendix I.

2023 Equity Incentive Plan Highlights

Highlights of the 2023 Equity Incentive Plan are as follows:

	●	The Compensation Committee, which is comprised solely of independent directors, will administer the 2023 Equity Incentive Plan.

	●	The total number of shares of common stock authorized for issuance under the 2023 Equity Incentive Plan is 800,000 shares, or approximately 37.6% of the common stock outstanding at the Record Date.

	●	No non-employee director may be granted, in any fiscal year, awards with a grant date fair value (computed as of the date of grant in accordance with U.S. generally accepted accounting principles) of more than $300,000.

	●	The exercise price of options and SARs may not be less than the fair market value of the common stock on the date of grant.

	●	In addition to other vesting requirements, the Compensation Committee may condition the vesting of awards on the achievement of specific performance targets.

Material Features of the 2023 Equity Incentive Plan

Term

If approved by the Company’s stockholders, the 2023 Equity Incentive Plan will be effective August 10, 2023. The 2023 Equity Incentive Plan will terminate on August 10, 2033, unless the Board terminates it earlier.

Purpose

The purpose of the 2023 Equity Incentive Plan is to provide a means through with the Company and its subsidiaries may attract and retain key personnel, and to provide a means whereby directors, officer, employees, consultants, and advisors of the Company and its subsidiaries can acquire and maintain an equity interest in the Company, or be paid incentive compensation, thereby strengthening their commitment to the welfare of the Company and its subsidiaries and aligning their interests with those of the Company’s stockholders.

Administration

Pursuant to the terms of the 2023 Equity Incentive Plan, a committee of the Board or any properly delegated subcommittee, or, if no such committee or subcommittee thereof exists, the Board, shall administer the 2023 Equity Incentive Plan. The Compensation Committee, which is comprised entirely of independent directors, administers the 2023 Equity Incentive Plan. The Compensation Committee will have the sole and plenary authority to (i) designate participants; (ii) determine the type or types of awards; (iii) determine the number of shares to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent, and under what circumstances awards may be settled in, or exercised for, cash, shares of Company common stock, other securities, other awards, or other property, or canceled, forfeited, or suspended and the method or methods by which awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares of Company common stock, other securities, other awards, or other property and other amounts payable with respect to an award shall be deferred either automatically or at the election of the participant or of the Compensation Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in, and/or supply any omission in the 2023 Equity Incentive Plan and any instrument or agreement relating to, or award granted under, the 2023 Equity Incentive Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Compensation Committee shall deem appropriate for the proper administration of the 2023 Equity Incentive Plan; (ix) adopt sub-plans; and (x) make any other determination and take any other action that the Compensation Committee deems necessary or desirable for the administration of the 2023 Equity Incentive Plan.

The Compensation Committee may delegate its authority to administer the 2023 Equity Incentive Plan as permitted by law, except for award grants to non-employee directors.

The Compensation Committee will have the discretion to select particular performance targets in connection with awards under the 2023 Equity Incentive Plan. Under the 2023 Equity Incentive Plan, performance targets are specific levels of performance of the Company (and/or subsidiaries, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis on the specified measures, including, but not limited to:

●	debt ratings;	●	share price;
●	debt to capital ratio;	●	total stockholder return;
●	generation of cash;	●	acquisition or disposition of assets;
●	issuance of new debt;	●	acquisition or disposition of companies, entities or businesses;
●	establishment of new credit facilities;	●	creation of new performance and compensation criteria for key personnel;
●	retirement of debt;	●	recruiting and retaining key personnel;
●	return measures (including, but not limited to, return on assets, return on capital, return on equity);	●	customer satisfaction;
●	attraction of new capital;	●	employee morale;
●	cash flow;	●	hiring of strategic personnel;
●	earnings per share;	●	development and implementation of Company policies, strategies and initiatives;
●	net income;	●	creation of new joint ventures;
●	pre-tax income;	●	increasing the Company’s public visibility and corporate reputation;
●	pre-tax pre-bonus income;	●	development of corporate brand name;
●	operating income;	●	overhead cost reductions; or
●	gross revenue;	●	any combination of or variations on the foregoing.
●	net revenue;
●	net margin;
●	pre-tax margin;

Eligibility

Employees, directors and independent contractors (except those performing services in connection with the offer or sale of the Company’s securities in a capital raising transaction, or promoting or maintaining a market for the Company’s securities) of the Company or its subsidiaries will be eligible to receive awards under the 2023 Equity Incentive Plan.

Maximum Shares Available

The total number of shares of common stock authorized for issuance under the 2023 Equity Incentive Plan is 800,000 shares, or approximately 37.6% of the common stock outstanding at the Record Date. No non-employee director may be granted, in any fiscal year, awards with a grant date fair value (computed as of the date of grant in accordance with U.S. generally accepted accounting principles) of more than $300,000.

Adjustments

In the event that any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the Company, or other change in the corporate structure of the Company affecting the shares occurs, the administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2023 Equity Incentive Plan, will adjust the number and class of shares of stock that may be delivered under the 2023 Equity Incentive Plan and/or the number, class, and price of shares of stock covered by each outstanding award, and the numerical share limits of the 2023 Equity Incentive Plan.

Restricted Stock

The Compensation Committee will be authorized to award restricted stock under the 2023 Equity Incentive Plan. Awards of restricted stock will be subject to the terms and conditions established by the Compensation Committee. Restricted stock is common stock that is subject to such restrictions as may be determined by the Compensation Committee for a specified period.

RSU Awards

The Compensation Committee will be authorized to award RSUs in lieu of or in addition to any restricted stock awards. RSUs will be subject to the terms and conditions established by the Compensation Committee. Each RSU will have an initial value that is at least equal to the fair market value of a share of Company common stock on the date of grant. RSUs may be paid at such time as the Compensation Committee may determine in its discretion, and payments may be made in a lump sum or in installments, in cash, shares of common stock, or a combination thereof, as determined by the Compensation Committee in its discretion.

Options

The Compensation Committee will be authorized to grant options to purchase shares of common stock that are either “qualified,” meaning they are intended to satisfy the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) for incentive stock options, or “nonqualified,” meaning they are not intended to satisfy the requirements of Section 422 of the Code. Options granted under the 2023 Equity Incentive Plan will be subject to the terms and conditions established by the Compensation Committee. Under the terms of the 2023 Equity Incentive Plan, the exercise price of the options will not be less than the fair market value of our common stock at the time of grant. Options granted under the 2023 Equity Incentive Plan will be subject to such terms, including the exercise price and the conditions and timing of exercise, as may be determined by the Compensation Committee and specified in the applicable award agreement. The maximum term of an option granted under the 2023 Equity Incentive Plan will be 10 years from the date of grant (or five years in the case of a qualified option granted to a 10% stockholder). Payment in respect of the exercise of an option may be made in cash or by check, by surrender of unrestricted shares (at their fair market value on the date of exercise), or through a “net exercise,” or the Compensation Committee may, in its discretion and to the extent permitted by law, allow such payment to be made through a broker-assisted cashless exercise mechanism or by such other method as the Compensation Committee may determine to be appropriate.

Stock Appreciation Rights

The Compensation Committee will be authorized to award SARs under the 2023 Equity Incentive Plan. SARs will be subject to the terms and conditions established by the Compensation Committee and reflected in the award agreement. A SAR is a contractual right that allows a participant to receive, in the form of either cash, shares or any combination of cash and shares, the appreciation, if any, in the value of a share over a certain period of time. An option granted under the 2023 Equity Incentive Plan may include SARs, and SARs may also be awarded to a participant independent of the grant of an option. SARs granted in connection with an option shall be subject to terms similar to the option corresponding to such SARs.

Other Stock-Based Awards

The Compensation Committee will be authorized to award other stock-based awards having terms and conditions as determined by the Compensation Committee. These awards may be granted either alone or in tandem with other awards.

Qualified Performance-Based Awards

Restricted stock and RSUs granted to officers and employees of the Company may depend on the degree of achievement of one or more performance goals relative to a pre-established targeted level or levels using one or more identified performance targets. The applicable performance period may not be less than three months nor more than 10 years.

Dividends and Voting Rights

Participants awarded stock options and SARs will not receive dividends or dividend equivalents or have any voting rights with respect to shares of common stock underlying these awards prior to the issuance of any such shares. Participants that hold unearned awards subject to performance vesting conditions (other than or in additional to the passage of time) will not receive dividends or dividend equivalents or have any voting rights with respect to shares of common stock underlying these awards prior to the issuance of any such shares; provided, however, that dividends and dividend equivalents may be accumulated in respect of unearned awards and paid within 30 days after such awards are earned and become payable or distributable.

Transferability

Awards granted under the 2023 Equity Incentive Plan generally will be transferable only by will or the applicable laws of descent and distribution. In certain limited circumstances, the Compensation Committee may authorize stock options, other than incentive stock options, to be transferred to family members or trusts controlled by family members of the participant. Restricted stock may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of until the applicable restrictions lapse.

Clawback

All awards under the 2023 Equity Incentive Plan are subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with (i) any clawback, forfeiture or other similar policy adopted by the Board or the Compensation Committee and as in effect from time to time; and (ii) applicable law.

Amendment and Termination

The Board may terminate or amend the 2023 Equity Incentive Plan or any portion thereof at any time; provided, however, that the Board may not, without stockholder approval, amend the 2023 Equity Incentive Plan if:

	●	Such approval is necessary to comply with any regulatory requirement applicable to the 2023 Equity Incentive Plan;
	●	It would materially increase the number of securities which may be issued under the 2023 Equity Incentive Plan (except for increases expressly provided for in the 2023 Equity Incentive Plan; or
	●	It would materially modify the requirements for participation in the 2023 Equity Incentive Plan.

In addition, any such amendment that would materially and adversely affect an award holder’s rights with respect to a previously granted and outstanding award will not to that extent be effective without the consent of the affected holder of such award.

The Compensation Committee may terminate or amend any award agreement, to the extent consistent with the terms of the 2023 Equity Incentive Plan and any applicable award agreement and so long as such termination or amendment would not materially and adversely affect an award holder’s rights with respect to a previously granted and outstanding award (unless the affected holder consents thereto); provided, however that the Compensation Committee may not, without stockholder approval, amend or terminate an award or award agreement to:

	●	Reduce the exercise price of any option or the strike price of any SAR;
	●	To cancel any outstanding option or SAR and replace it with a new option or SAR (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the intrinsic value (if any) of the canceled option or SAR; and
	●	Take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quot

SEC Form DEF 14A filed by Reliance Global Group Inc.