Reliance Global Group, Announces Pricing of $4.0 Million Private Placement Priced At-the-Market Per Nasdaq Rules

Reliance Global Group, (“Reliance” or the “Company”), which combines artificial intelligence (AI) and cloud-based technologies with the personalized experience of a traditional insurance agency,announced that it has entered into a securities purchase agreement with a single institutional investor to raise gross proceeds of approximately $4.0 million through the private placement of 155,038 shares of common stock and 897,594 pre-funded warrants and warrants to purchase an aggregate of 2,105,264 shares of common stock underlying the common warrants. Each share of common stock or pre-funded warrant is being sold together with accompanying warrants (together, the “Units” or “Pre-Funded Units”, respectively) at a combined effective purchase price of $3.80 priced at-the-market under Nasdaq rules. The Pre-Funded Units will be sold at the same price as the Units less the pre-funded warrant exercise price of $0.001. The warrants will be exercisable six months from the date of issuance at an initial exercise price of $3.55 per share, subject to adjustments as set forth therein, and will expire five and a half years from the date of issuance. The closing of the private placement is expected to occur on March 16, 2023, subject to the satisfaction of certain customary closing conditions set forth in the securities purchase agreement.

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The Company intends to use the net proceeds for general working capital and administrative purposes.

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

Anthony L.G., PLLC is acting as legal counsel to Reliance and Lucosky Brookman LLP is acting as legal counsel to EF Hutton.

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The Units and Pre-Funded 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 (the “SEC”) or an applicable exemption from such registration requirements. The securities were offered only to “accredited investors” as defined in and pursuant to an exemption from registration requirement of, the Securities Act. Pursuant to a registration rights agreement with the investor 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 Pre-Funded Warrants and 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.

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