United States securities and exchange commission logo
February 17, 2022
Ezra Beyman
Chief Executive Officer
Reliance Global Group, Inc.
Chief Executive Officer 300 Blvd. of the Americas
Suite 105
Lakewood, NJ 08701
Re: Reliance Global
Group, Inc.
Registration
Statement on Form S-1
Filed February 1,
2022
File No. 333-262445
Dear Mr. Beyman:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed February 1, 2022
General
1. We note your disclosure
that the completion of this offering will increase the number of
registered and
outstanding shares by 200% and that there appear to be only two selling
stockholders that
received their shares in a private placement on December 22, 2021. This
indicates that this
offering may be a primary offering rather then a secondary offering
which would require
more specific disclosures related to the status of the selling
shareholders as
underwriters and their corresponding obligations.
Please revise your
registration statement to indicate that your selling shareholders are
acting as underwriters
and include the required disclosure, or provide us with your legal
Ezra Beyman
Reliance Global Group, Inc.
February 17, 2022
Page 2
analysis as to why this is not a primary offering. Refer to Compliance
and Disclosure
Interpretation 214.02 for additional guidance.
Plan of Distribution, page 60
2. We note that you do not disclose the use of any specific underwriter
in this section. We
also note that you identify EF Hutton on the back cover of your
registration statement as
having a dealer prospectus delivery obligation. In addition, on page
62 you disclose that
the underwriters are being represented by Kelley Drye & Warren LLP.
Please revise your
registration statement to clarify whether underwriters have been
engaged.
Index to Financial Statements, page F-1
3. Please note that prior to effectiveness you will be required to
provide audited financial
statements for the fiscal year ended December 31, 2021. Refer to Item
210.3-12(b) of
Regulation S-X.
Exhibits
4. We note that your legal opinion in Exhibit 5.1 provides an opinion
related to common
stock, preferred stock, and warrants. The registration statement only
appears to be
registering common stock. Please revise your legal opinion to only
opine as to the
"securities being registered" as described in Item 601(b)(5) of
Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Eric Envall at (202) 551-3234 or Sandra Hunter Berkheimer
at (202) 551-
3758 with any questions.
FirstName LastNameEzra Beyman Sincerely,
Comapany NameReliance Global Group, Inc.
Division of
Corporation Finance
February 17, 2022 Page 2 Office of
Finance
FirstName LastName