UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On February 6, 2026, Reliance Global Group, Inc., a Florida corporation (the “Company”), filed Amendment No. 3 to the prospectus supplement, dated August 13, 2025 (including the documents incorporated by reference therein, the “Prospectus Supplement”), with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale by the Company, from time to time, of shares of its common stock, par value $0.086 per share (the “Shares”), having an aggregate offering price of up to $1,764,443, pursuant to that certain At The Market Offering Agreement, dated August 13, 2025 (the “ATM Agreement”), between the Company and H.C. Wainwright & Co., LLC (the “Manager”).
Amendment No. 3 amends and supplements the information in the Company’s registration statement on Form S-3 (File No. 333-275190) (including all exhibits thereto and the documents incorporated by reference therein, the “Registration Statement”), including the base prospectus contained therein (including the documents incorporated by reference therein, the “Base Prospectus”), and the prospectus supplements filed on August 13, 2025, Amendment No. 1 thereto filed on September 18, 2025 (the “First Amendment”), and Amendment No. 2 thereto filed on December 15, 2025 (the “Second Amendment” and, together with the Base Prospectus, the Prospectus Supplement, and the First Amendment, the “ATM Prospectus”). Amendment No. 3 should be read in conjunction with the ATM Prospectus, and is qualified by reference thereto, except to the extent that the information in Amendment No. 3 amends or supersedes the information contained in the ATM Prospectus. Amendment No. 3 is not complete without and may only be delivered or utilized in connection with, the ATM Prospectus and any future amendments or supplements thereto.
The Company has previously offered and sold $2,343,660 of shares of its common stock pursuant to General Instruction I.B.6 of Form S-3 during the prior 12 calendar month period that ends on and includes the date of Amendment No. 3.
A copy of the opinion of Zarif Law Group P.C. relating to the validity of the Shares is attached as Exhibit 5.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Zarif Law Group P.C. | |
| 23.1 | Consent of Zarif Law Group P.C. (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Reliance Global Group, Inc. | ||
| Dated: February 9, 2026 | By: | /s/ Ezra Beyman |
| Ezra Beyman | ||
| Chief Executive Officer | ||