Reliance Global Group Announces Pricing of $2 Million Public Offering

Reliance Global Group (Nasdaq: EZRA) priced a public offering of 7,407,408 common shares (or pre-funded warrants) plus warrants to purchase up to 14,814,816 shares at a combined public offering price of $0.27 per unit.

Rhea-AI Summary

Reliance Global Group (Nasdaq: EZRA) priced a public offering of 7,407,408 common shares (or pre-funded warrants) plus warrants to purchase up to 14,814,816 shares at a combined public offering price of $0.27 per unit.

The warrants are exercisable upon issuance at $0.27, expire in two years, and closing is expected on or about January 29, 2026. Gross proceeds are expected to be approximately $2.0 million; net proceeds are for working capital, M&A strategies and general corporate purposes. H.C. Wainwright is the exclusive placement agent; the Form S-1 was declared effective by the SEC on January 28, 2026.

Positive

• Gross proceeds of approximately $2.0 million
• 7,407,408 common shares priced at $0.27 per share
• Warrants exercisable on issuance for 14,814,816 shares

Negative

• Significant potential shareholder dilution from offered shares and warrants
• Low offering price of $0.27 may reflect constrained market valuation
• Warrants expire in two years, limiting long-term capital runway

Argus Jan 28 session

-28.35% close to close Open Argus

Details

News Market Reaction – EZRA

On Jan 28, the day this news came out, EZRA closed 28.35% below the previous close.

Data tracked by StockTitan Argus for the Jan 28 session.

Market Context

On Jan 28, the day this news came out, the stock closed 28.4% below the previous close. A negative r...

Analysis

On Jan 28, the day this news came out, the stock closed 28.4% below the previous close. A negative reaction despite the capital raise would fit typical patterns around small-cap equity offerings, where dilution from 7,407,408 new shares and 14,814,816 warrants at $0.27 pressures sentiment. The market often focused on immediate ownership dilution and short warrant duration rather than long-term use of proceeds, such as working capital or M&A, which could contribute to selling pressure.

Key Figures

Public offering size: $2 million Shares offered: 7,407,408 shares Warrants offered: 14,814,816 warrants +5 more

Public offering size

$2 million

Gross proceeds before fees and expenses

Shares offered

7,407,408 shares

Common stock or pre-funded warrants in public offering

Warrants offered

14,814,816 warrants

Warrants to purchase common stock in offering

Offering price

$0.27 per share

Combined public offering price per share or pre-funded warrant

Warrant exercise price

$0.27 per share

Exercise price for warrants issued in the offering

Warrant term

2 years

Warrants exercisable upon issuance and expiring two years later

Effective date

January 28, 2026

Form S-1 registration statement declared effective by the SEC

Form S-1 file no.

333-292895

SEC registration statement file number for this offering

Key Terms

pre-funded warrants, warrants, exercise price, registration statement on Form S-1, +3 more

7 terms

pre-funded warrants financial

"7,407,408 shares of common stock (or pre-funded warrants in lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"together with warrants to purchase up to 14,814,816 shares of common stock"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

exercise price financial

"The warrants will have an exercise price of $0.27 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

registration statement on Form S-1 regulatory

"A registration statement on Form S-1 (File No. 333-292895) relating to the offering"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

prospectus regulatory

"The offering is being made only by means of a prospectus forming part of the effective"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

placement agent financial

"H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering."

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

public offering financial

"announced the pricing of a public offering of 7,407,408 shares of common stock"

A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LAKEWOOD, NJ, Jan. 28, 2026 (GLOBE NEWSWIRE) -- Reliance Global Group, Inc. (Nasdaq: EZRA) (the “Company”) today announced the pricing of a public offering of 7,407,408 shares of common stock (or pre-funded warrants in lieu thereof), together with warrants to purchase up to 14,814,816 shares of common stock at a combined public offering price of $0.27 per share (or pre-funded warrant in lieu thereof) and associated warrants. The warrants will have an exercise price of $0.27 per share, will be exercisable upon issuance and will expire two years thereafter. The closing of the offering is expected to occur on or about January 29, 2026, subject to the satisfaction of customary closing conditions. 

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering are expected to be approximately $2 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for working capital, its M&A strategies and general corporate purposes.

A registration statement on Form S-1 (File No. 333-292895) relating to the offering was declared effective by the Securities and Exchange Commission (the “SEC”) on January 28, 2026. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

This press release does 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 other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Reliance Global Group, Inc.

Reliance Global Group, Inc. (NASDAQ: EZRA) is an InsurTech pioneer, leveraging artificial intelligence (AI), and cloud-based technologies, to transform and improve efficiencies in the insurance agency/brokerage industry. The Company’s business-to-business InsurTech platform, RELI Exchange, provides independent insurance agencies an entire suite of business development tools, enabling them to effectively compete with large-scale national insurance agencies, whilst reducing back-office cost and burden. The Company’s business-to-consumer platform, 5minuteinsure.com, utilizes AI and data mining, to provide competitive online insurance quotes within minutes to everyday consumers seeking to purchase auto, home, and life insurance.  In addition, the Company operates its own portfolio of select retail “brick and mortar” insurance agencies which are leaders and pioneers in their respective regions throughout the United States, offering a wide variety of insurance products. Further information about the Company can be found at https://www.relianceglobalgroup.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “continue,” “potential,” “designed to,” “aim,” “seek,” and similar expressions. Forward-looking statements in this press release include, without limitation, statements regarding: the completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of net proceeds from the offering. These forward-looking statements are based on current expectations and assumptions that involve risks and uncertainties. There can be no assurance that these assumptions will prove accurate. Actual results could differ materially from those anticipated due to a variety of risks and uncertainties, including, without limitation, the risks described under “Risk Factors” in our registration statement on Form S-1 (File No. 333-292895) filed with the Securities and Exchange Commission. You are encouraged to carefully review such registration statement for a more complete discussion of these and other risks and uncertainties. Except as required by law, Reliance Global Group, Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:

Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: EZRA@crescendo-ir.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did EZRA announce on January 28, 2026 regarding a public offering?

EZRA priced a public offering of common shares and associated warrants at $0.27 per unit. According to the company, the offering includes 7,407,408 common shares (or pre-funded warrants) and warrants to purchase up to 14,814,816 shares, with gross proceeds of about $2.0 million.

How many warrants did EZRA include and what are their terms?

The offering includes warrants to purchase up to 14,814,816 shares, exercisable upon issuance. According to the company, the warrants have an exercise price of $0.27 per share and will expire two years after issuance.

When is the expected closing date for EZRA’s offering (Nasdaq: EZRA)?

The offering closing is expected on or about January 29, 2026, subject to conditions. According to the company, closing depends on customary conditions following the Form S-1 effectiveness on January 28, 2026.

How does EZRA plan to use the net proceeds from the offering?

EZRA intends to use net proceeds for working capital, M&A strategies and general corporate purposes. According to the company, funds will support its operational needs and potential acquisition activities.

Who is acting as placement agent for the EZRA offering and where is the prospectus filed?

H.C. Wainwright is the exclusive placement agent for the offering. According to the company, the registration statement on Form S-1 (File No. 333-292895) was declared effective by the SEC on January 28, 2026.