RELIANCE GLOBAL GROUP, INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into Material Definitive Agreement.

As previously disclosed, Reliance Global Group, Inc., a Florida corporation (the "Company") entered into a stock purchase agreement on September 1, 2019 (the "Purchase Agreement"), with Altruis Benefits Consulting, Inc. ("Altruis"), whereby the Company purchased the business and certain assets noted within the Purchase Agreement. On December 27, 2022, the Company and Altruis agreed to increase the number of shares of the Company's common stock, par value $0.086 per share (the "Common Stock"), to be issued under such Section 3.1.3.4 of the Purchase Agreement, to a total of 1,391,572 shares of Common Stock (the "Shares"). Accordingly, the Shares to be issued to Altruis pursuant to such Section 3.1.3.4 of the Purchase Agreement represents the amount owed under such section divided by an amended price of $0.50 per share of Common Stock.

Item 3.02. Unregistered Sales of Equity Securities

Please see the disclosure regarding the Shares set forth under Item 1.01, which is incorporated by reference into this Item 3.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.   Description
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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