RELIANCE GLOBAL GROUP, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreements


ASSET PURCHASE AGREEMENT

On December 21, 2021, Reliance Global Group, Inc., a Florida corporation (the
"Company") entered into an Asset Purchase Agreement ("Asset Purchase Agreement")
with Healthcare Insurance Company, LLC and the sole member thereof
(collectively, the "Seller") to purchase the Medicare supplement and related
health insurance business of the Seller for a purchase price of $16,638,750 in
cash and shares of common stock of the Company worth $2,936,250 (valued based
upon the average closing price of a share of the Company's common stock for 180
trading days prior to closing) to be issued . Closing shall take place on or
before April 1, 2022 and is contingent upon the Company's ability to close on
financing proceeds sufficient to pay the cash purchase price for the business
being sold plus working capital. The Asset Purchase Agreement contains customary
representations and warranties and other commercial provisions for a transaction
of this nature.

On December 22, 2021, the Company and the Seller entered into an Amendment to
the Asset Purchase Agreement ("Amendment"). The Amendment contains the following
substantive amendments to the Agreement: (i) the cash portion of the purchase
price is increased to $18,138,750, and the total purchase price is increased to
$20,096,250; and (ii) the number of shares of Company common stock being issued
is reduced to 1, 957,500, with half being released from lockup on December 21,
2022 and the balance being released from lockup on December 21, 2023.


PRIVATE PLACEMENT

On December 22, 2021, the Company entered into a securities purchase agreement
("Purchase Agreement") with several institutional buyers (the "Buyers") for the
purchase and sale of (i) warrants (the "Series B Warrants") to purchase an
aggregate of up to 9,779,952 shares of the Company's common stock, par value
$0.086 per share (the "Common Stock"), (ii) an aggregate of 2,670,892 shares of
Common Stock (the "Common Shares"), and (iii) 9,076 shares (the "Preferred
Shares") of the Company's newly-designated Series B convertible preferred stock,
par value $0.086 per share (the "Series B Preferred"), with a stated value of
$1,000 per share, initially convertible into an aggregate of 2,219,084 shares of
Common Stock at a conversion price of $4.09 per share in a private placement
(the "Private Placement"). The aggregate purchase price for the Common Shares,
the Preferred Shares and the Warrants is approximately $20,000,000.

Each Buyer shall receive Series B Warrants that are exercisable into a number of
shares of Common Stock equal to 200% of the sum of the (i) Common Shares to be
issued to such Buyer at the closing, and (ii) Conversion Shares initially
issuable upon conversion of the Preferred Shares to be issued to such Buyer at
the closing, at the initial $4.09 conversion price.

The purchase price per Common Share and accompanying Series B Warrants is $4.09.
The purchase price per Preferred Share and accompanying Series B Warrants is
$1,000.

The consummation of the transactions contemplated by the Purchase Agreement is
subject to customary closing conditions. A copy of the Purchase Agreement is
attached to this Form 8-K as Exhibit 10.1.

The terms of the Series B Preferred to be issued in the Private Placement shall
be as set forth in the form of Certificate of Designation of the Series B
Preferred attached as Exhibit 10.4 to this Current Report on Form 8-K. The
Series B Preferred will be convertible into Common Stock at the election of the
holder at any time at an initial conversion price of $4.09 (the "Conversion
Price"). The Conversion Price is subject to customary adjustments for stock
dividends, stock splits, reclassifications and the like. No dividends will be
payable on the Series B Preferred, except that holders of Series B Preferred
would be entitled to receive any dividends paid on account of the Common Stock,
on an as-converted basis. The holders of Series B Preferred have no voting
rights on account of the Series B Preferred, other than with respect to certain
matters affecting the rights of the Series B Preferred.

The terms of the Series B Warrant to be issued in the Private Placement shall be
as set forth in the form of Series B Warrants attached as Exhibit 10.3 to this
Current Report on Form 8-K. The Series B Warrant has an exercise price of $4.09
per share, subject to customary adjustments for stock dividends, stock splits,
reclassifications and the like, and subject to price-based adjustment, on a
"full ratchet" basis, in the event of any issuances of Common Stock, or
securities convertible, exercisable or exchangeable for, Common Stock at a price
below the then-applicable exercise price (subject to certain exceptions,
including a floor price of $3.84 per share of Common Stock, until the Company
has received shareholder approval for the sale of securities in the Private
Placement). The Series B Warrant will be exercisable commencing on the date of
issuance, and will expire five years from the date of issuance.

Pursuant to the terms of the Purchase Agreement, at the closing of the Private
Placement, the Company will enter into a registration rights agreement (the
"Registration Rights Agreement") with the Buyer to register the Common Shares
and the shares of Common Stock underlying the Series B Warrants and Series B
Preferred Shares. The form of the Registration Rights Agreement is attached to
this Form 8-K as Exhibit 10.2.

The Common Shares, the Series B Warrant and underlying shares and the Series B
Preferred Shares and underlying shares (the "Securities"), each to be issued by
the Company pursuant to the Purchase Agreement, have not been registered under
the Securities Act, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements. The
Company is relying on the private placement exemption from registration provided
by Section 4(a)(2) of the Securities Act and by Rule 506 of Regulation D, and in
reliance on similar exemptions under applicable state laws. No form of general
solicitation or general advertising was conducted in connection with the
issuance. The Securities contain (or will contain, where applicable) restrictive
legends preventing the sale, transfer, or other disposition of such securities,
unless registered under the Securities Act, or pursuant to an exemption
therefrom. The disclosure contained in this Current Report on Form 8-K does not
constitute an offer to sell or a solicitation of an offer to buy any securities
of the Company, and is made only as required under applicable rules for filing
current reports with the Commission.

The Company engaged EF Hutton, division of Benchmark Investments, LLC ("EF
Hutton") as the Company's placement agent for the Private Placement pursuant to
a Placement Agent Agreement (the "PAA") dated as of December 22, 2021. Pursuant
to the PAA, the Company agreed to pay EF Hutton a cash placement fee equal to
8.0% of the gross proceeds of the Private Placement, an additional cash fee
equal to 2.0% of the gross proceeds raised by the Company in the offering for
non-accountable expenses, and also agreed to reimburse EF Hutton up to $70,000
for accountable expenses, including legal fees and expenses. In addition, EF
Hutton will receive warrants to purchase up to 244,499 shares of Common Stock,
which is equal to 5.0% of the total number of shares of Common Stock (including
upon conversion of the Preferred Shares) issued in the Private Placement, at an
exercise price of $4.09 per share (the "Representative Warrants"). The
Representative Warrants are exercisable six (6) months after the date of the
closing and expire five (5) years after such closing. The Representative
Warrants will be initially exercisable at a price per share equal to the
exercise price of the Warrants issued in the Private Placement. Subject to FINRA
Rule 5110, the Placement Agent will be entitled to the same registration rights
as the Buyers in the Private Placement. The Representative Warrants may be
exercised in whole or in part, shall provide for "cashless exercise", and shall
provide for customary anti-dilution protection for stock splits, combinations
and the like.

The foregoing summaries of the terms of the Purchase Agreement, the Certificate
of Designation for the Series B Preferred, the Series B Warrant, the
Registration Rights Agreement and the Asset Purchase Agreement are subject to,
and qualified in their entirety by, such documents, which are incorporated
herein by reference.

The representations, warranties and covenants contained in the Purchase
Agreement and Asset Purchase Agreement were made solely for the benefit of the
parties each respective agreements and may be subject to limitations agreed upon
by the contracting parties. In addition, such representations, warranties and
covenants (i) are intended as a way of allocating the risk between the parties
to each respective agreement and not as statements of fact, and (ii) may apply
standards of materiality in a way that is different from what may be viewed as
material by stockholders of, or other investors in, the Company. Accordingly,
the Purchase Agreement and Asset Purchase Agreement are filed with this report
only to provide investors with information regarding the terms of the applicable
transactions, and not to provide investors with any other factual information
regarding the Company. Stockholders should not rely on the representations,
warranties and covenants or any descriptions in each such agreement as
characterizations of the actual state of facts or condition of the Company.
Moreover, information concerning the subject matter of the representations and
warranties may change after the dates of the Purchase Agreement of Asset
Purchase Agreement, which subsequent information may or may not be fully
reflected in public disclosures.