Item 1.01 Entry into a Material Definitive Agreement
On January 10, 2022, Reliance Global Group, Inc. (the "Company") entered into an
agreement (the "APA") with Medigap Healthcare Insurance Company, LLC ("Medigap")
pursuant to which the Company purchased all of the assets of Medigap for a
purchase price in the amount of $20,096,250 consisting to payment to Selelr of
(i) $18,138,750 in cash and (ii) issuing to Seller 606,037 shares of Buyer's
restricted common stock in a transaction exempt from registration under Section
4(a)(2) of the Securities Act of 1933, as amended. The purchase price is subject
to post-closing adjustment to reconcile certain pre-closing credits and
liabilities of the parties. The shares issued to Medigap as part of the purchase
price are subject to lock up arrangements pursuant to which 50% of those shares
may be sold after the one year anniversary of the date of Closing the APA and
the balance of the shares after the second year anniversary of the date of
closing under the APA.
Also at the closing, the Company also entered into an employment agreement
("Employment Agreement") with Kyle Perrin, formerly Medigap's chief operating
officer, for him to manage the acquired assets. Pursuant to the Employment
Agreement, which has a three year term, Mr. Perrin is paid an annual salary of
$200,000 with a one time bonus of $100,000 within 30 days of the January 10,
2021 closing and is entitled to an annual bonus of 3.5% of EBITDA of the
Company. He is also entitled to then offered Company benefits. He is the subject
of a two year non compete provision and standard industry termination for cause
and good reason provisions apply.
Item 2.01 Completion of Acquisition or Disposition of Assets
See Item 1.01 above.
Item 3.02 Unregistered Sale of Securities
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
(a) and (b) Financial statements and pro forma financial information required
under this Item 9.01 will be filed within 71 days form the date of this Current
Report on Form 8-K.
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RELIANCE GLOBAL GROUP, INC. 
