United States securities and exchange commission logo
January 13, 2023
Joel Markovits
Chief Financial Officer
Reliance Global Group, Inc.
300 Blvd. of the Americas, Suite 105
Lakewood, New Jersey 08701
Re: Reliance Global
Group, Inc.
Form 10-K for
Fiscal Year Ended December 31, 2021
Form 10-Q for
Fiscal Quarter Ended June 30, 2022
Response Dated
November 16, 2022
File No. 001-40020
Dear Joel Markovits:
We have reviewed your November 16, 2022 response to our comment
letter and have the
following 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 these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
October 20, 2022 letter.
Form 10-K for Fiscal Year Ended December 31, 2021
Note 4. Investment in NSURE, Inc., page F-20
1. Please refer to comment
1. We note the closing date of the purchase agreement was
December 31, 2022.
Please provide us an update on the purchase, any other transactions
related to the
agreement and your accounting for the shares at December 31, 2022. Please
tell us how you
considered whether to recognize a gain related to this purchase contract
when the agreement was
entered into during the quarter ended June 30, 2022 and tell us
any accounting guidance
you considered in your determination.
Joel Markovits
FirstName LastNameJoel Markovits
Reliance Global Group, Inc.
Comapany
January 13,NameReliance
2023 Global Group, Inc.
January
Page 2 13, 2023 Page 2
FirstName LastName
Form 10-Q for Fiscal Quarter Ended June 30, 2022
Note 7. Earnings (Loss) Per Share, page 18
2. Please refer to comment 3. Please provide us your materiality
analysis, based on the
guidance in SAB Topic 1M, supporting your determination that the
errors in diluted EPS
for the three and six month periods ended June 30, 2022 were
immaterial both
quantitatively and qualitatively.
3. Please refer to comment 3. Please revise to include the effect of the
Series B warrant
liability in your determination of the weighted average shares, as
adjusted-denominator
diluted computation line item for the three months ended June 30, 2022
detailed in Exhibit
A or tell us why it should not be included.
4. Please refer to comment 3. Please tell us if the basic or diluted
earnings per share
disclosed in your March 31, 2022 or September 30, 2022 Forms 10-Q also
had a similar
error. If so, please explain the error, show us the corrected
calculations and the impact of
the error and amend the applicable Forms 10-Q to correct the error in
accordance with
ASC 250 and consider the need to file a Form 8-K Item 4.02.
5. Please refer to comment 4. We note your reconciliation of the weighted
average common
shares outstanding included in the basic EPS calculation for the
three-months and six-
months ended June 30, 2022, included in response 6 in your October 7,
2022 response
letter. Please address the following:
Please provide us a detailed calculation of the weighted
average common shares
outstanding used in the basic and diluted EPS calculation for
each period disclosed in
the March 31, 2022, June 30, 2022 and September 30, 2022 Forms
10-Q.
Please ensure the information provided clearly details the
starting amount (e.g., the
15,638,236 and 13,071,072 amounts previously disclosed in
response 6 in your
October 7, 2022 response letter) and reconcile these amounts to
the common share
amounts disclosed in the Statements of Stockholders Equity
roll forward on page 5
of the September 30, 2022 Form 10-Q.
Please explain to us the basis for any material adjustment(s)
to stockholders equity
common share amounts.
Please explain to us how you measured the impact, if any, of
the Series C and D
warrants for each calculation and tell us how your treatment is
consistent with the
guidance in ASC 260-10-S99-1 or any other relevant guidance.
Joel Markovits
Reliance Global Group, Inc.
January 13, 2023
Page 3
You may contact John Spitz at (202) 551-3484 or Michael Volley at (202)
551-3437 with
any questions.
FirstName LastNameJoel Markovits Sincerely,
Comapany NameReliance Global Group, Inc.
Division of
Corporation Finance
January 13, 2023 Page 3 Office of Finance
FirstName LastName