Item 2.02. Results of Operations and Financial Condition.

On May 18, 2023, Reliance Global Group, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended May 18, 2023. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in any website is not a part of this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On May 12, 2023, the Company determined that the following financial statements should be restated and should no longer be relied upon:

(i) The Company's unaudited consolidated financial statements for the three

months ended March 31, 2022 included in the Company's Quarterly Report on

Form 10-Q, filed with the Securities and Exchange Commission (the "SEC") on

May 16, 2022 (the "Q1 2022 10-Q");

(ii) The Company's unaudited consolidated financial statements for the three and

six months ended June 30, 2022 included in the Company's Quarterly Report

on Form 10-Q, filed with the SEC on August 15, 2022 (the "Q2 2022 10-Q")

(iii) The Company's unaudited consolidated financial statements for the three and


       nine months ended September 30, 2022 included in the Company's Quarterly
       Report on Form 10-Q, filed with the SEC on November 14, 2022 (the "Q3 2022
       10-Q" and collectively with the Q1 2022 10-Q and the Q2 2022 10-Q, the
       "Filings").

Subsequent to the Company's filing of the Filings, the Company performed an evaluation of its accounting in connection with the calculation of its basic earnings per share ("EPS") and diluted EPS and identified errors in such calculations. The errors resulted from improper application of sequencing rules, a miscalculation of the numerator used in the determination of diluted EPS, and a miscalculation of the denominator used in the determination of weighted average shares outstanding for both basic EPS and diluted EPS, and the Company determined that the errors required adjustments of the previously issued financial statements in the Filings.

The Company determined that the reporting effects of the above errors had a material impact to the Company's unaudited consolidated financial statements included in the Filings. As a result, the unaudited consolidated financial statements for the three months ended March 31, 2022, the unaudited consolidated financial statements for the three and six months ended June 30, 2022, and the unaudited consolidated financial statements for the three and nine months ended September 30, 2022 will be restated, and the Company will file an amendment to each of the Q1 2022 10-Q, the Q2 2022 10-Q and the Q3 2022 10-Q with the SEC.

Except for EPS, there were no errors identified in the financial statements included in the Filings for revenue, expenses and net income (loss), which remain unaffected and unchanged in the amended filings to be filed with the SEC.

The Company's management concluded that in light of the errors mentioned above, a material weakness existed in the Company's internal control over financial reporting as of March 31, 2022, June 30, 2022 and September 30, 2022, and the Company's disclosure controls and procedures were not effective as of such dates.

The Company's management and its Board of Directors have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Mazars USA LLP, the Company's independent registered public accounting firm.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
   99.1         Press release of the registrant issued on May 18, 2023.
    104       Cover Page Interactive Data File

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