Reliance Global Group Announces Pricing of $20.0 Million Private Placement with Institutional Investors

Rhea-AI Summary

Reliance Global Group, Inc. (NASDAQ: RELI; RELIW) announced a private placement offering expected to close on or around December 27, 2021, raising $20 million. The offering includes 9,076 shares of Series B Convertible Preferred Stock, 2,670,892 shares of common stock, and warrants to purchase up to 9,779,952 shares. Proceeds will mainly fund the acquisition of Medigap and enhance marketing for 5MinuteInsure.com. The preferred stock is convertible to common shares at $4.09 each, while the warrants feature the same exercise price, expiring in five years.

Positive

• Raised $20 million to fund strategic acquisition and marketing efforts.
• Strengthened capital structure with convertible preferred stock and warrants.

Negative

• Dilution of existing shareholders due to new common stock issuance.
• Dependence on successful acquisition and execution of marketing strategy.

LAKEWOOD, NJ, Dec. 23, 2021 (GLOBE NEWSWIRE) -- via NewMediaWire -- Reliance Global Group, Inc. (Nasdaq: RELI; RELIW), which combines AI and cloud-based technologies with the personalized experience of a traditional insurance agency, today announced a private placement of preferred stock, common stock and warrants for gross proceeds of $20.0 million before deducting the placement agent's fees and other estimated offering expenses.  The offering is expected to close on or around December 27, 2021.

Under the terms of the securities purchase agreement, the Company sold 9,076 shares of the Company’s newly designated Series B Convertible Preferred Stock, 2,670,892 shares of common stock and warrants to purchase up to 9,779,952 shares of common stock. The Series B Convertible Preferred Stock is convertible immediately into 2,219,084 shares of common stock at a conversion price of $4.09 per share, subject to customary adjustment. The Series B Convertible Preferred Stock receives dividends if and when dividends are paid on the common stock, and is, generally, non-voting. The warrants will be exercisable immediately upon the date of issuance and have an exercise price of $4.09 per share. The warrants will expire five years from the date of issuance. The purchase price for one share of common stock and two corresponding warrants was $4.09.  The purchase price for one share of Series B Preferred Stock (convertible into approximately 244.5 shares of common stock), and approximately 489 corresponding warrants, was $1,000 (equal to $4.09 per share of common stock into which it is convertible, and corresponding two warrants). 

The Company intends to use the net proceeds from the private placement primarily to fund the recently announced planned acquisition of Medigap, as well as to support expanded marketing activities around 5MinuteInsure.com, and for general working capital and administrative purposes. 

EF Hutton, division of Benchmark Investments, LLC, is serving as exclusive placement agent for the offering.

Additional details on the private placement will be available in the Company’s Current Report on Form 8-K, to be filed with the Securities and Exchange Commission.

The shares of common stock and warrants described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock and the shares issuable upon exercise of the warrants.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Reliance Global Group, Inc.

Reliance Global Group, Inc. (NASDAQ: RELI, RELIW) is combining advanced technologies, with the personalized experience of a traditional insurance agency model. Reliance Global Group’s growth strategy includes both an organic expansion, including 5MinuteInsure.com, as well as acquiring well managed, undervalued and cash flow positive insurance agencies.  Additional information about the Company is available at https://www.relianceglobalgroup.com/. 

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission and elsewhere. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

Contact:

Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: RELI@crescendo-ir.com

FAQ

What is the recent private placement amount by Reliance Global Group?

Reliance Global Group announced a private placement raising $20 million.

When is the Reliance Global Group offering expected to close?

The offering is expected to close on or around December 27, 2021.

What types of securities were included in the offering by Reliance Global Group?

The offering includes Series B Convertible Preferred Stock, common stock, and warrants.

What will the proceeds from the offering be used for?

Proceeds will primarily fund the acquisition of Medigap and support marketing for 5MinuteInsure.com.

What is the conversion price of the Series B Convertible Preferred Stock?

The conversion price is $4.09 per share.