Reliance Global Group, Inc. SEC Filings

Reliance Global Group, Inc. (EZRA) has filed an S-1 registering up to 16,107,568 shares of common stock for resale by White Lion Capital, LLC under an existing equity line of credit. These are additional shares that may be issued to White Lion pursuant to a $50.0 million Common Stock Purchase Agreement.

The company is not selling shares in this prospectus and will receive no proceeds from White Lion’s resales, but may receive up to approximately $48.4 million in gross proceeds from future share sales to White Lion under the ELOC, at prices tied to the lowest traded price over short valuation windows and a 10% discount for fixed notices. Reliance had 1,679,936 shares outstanding as of August 26, 2026, so the registered resale amount equals about 959% of current shares, implying potentially very high dilution if fully utilized. A 1‑for‑40 reverse split effective May 15, 2026 reduced outstanding shares from about 22.2 million to 555,764 and helped regain compliance with Nasdaq’s $1.00 minimum bid price, but the company warns its Market Value of Listed Securities has recently been below Nasdaq’s proposed $5.0 million continued listing threshold.

The ELOC is discretionary; Reliance has sold about $1.6 million of stock (282,116 post-split shares) to White Lion to date, leaving most capacity. The filing highlights risks that additional issuances and resales may depress the stock price, increase volatility, and make other financings more difficult, and notes prior and potential future Nasdaq listing compliance challenges.

Reliance Global Group, Inc. (EZRA) reported changes in its plans for the Altruis Benefit Consulting subsidiary. A non-binding letter of intent signed on July 30, 2026 with one prospective buyer for the sale of substantially all operating assets of Altruis was terminated on August 14, 2026, including its exclusivity, confidentiality, and expense-allocation provisions.

On August 27, 2026, Reliance Global Group entered into a new non-binding letter of intent with a different third-party purchaser for a similar proposed sale of substantially all operating assets of Altruis. This proposed transaction has passed preliminary due diligence but remains subject to further due diligence and negotiation and execution of definitive agreements, with no assurance that a final transaction will be completed.

Reliance Global Group, Inc. completed an unregistered sale of equity, selling 251,666 shares of its common stock, par value $0.086 per share, to White Lion Capital, LLC on August 4, 2026 under a Common Stock Purchase Agreement dated August 26, 2025.

The shares were sold at prices ranging from $2.79 to $2.90 per share, generating aggregate gross proceeds of approximately $716,000. The issuance relied on the private offering exemption in Section 4(a)(2) of the Securities Act of 1933. After this transaction, 1,601,770 shares of common stock were issued and outstanding as of August 6, 2026.

Reliance Global Group, Inc. entered into a non-binding letter of intent on July 30, 2026 to sell substantially all operating assets of its Altruis Benefit Consulting subsidiary, a Michigan-based health insurance agency and benefits consulting business, to a third-party buyer for $11,000,000 in cash, with the buyer also assuming certain specified liabilities.

About $9,350,000 of the purchase price would be paid in cash at closing, subject to a working capital adjustment, and about $1,650,000 would be placed in an interest-bearing escrow account for indemnification, to be released to Reliance 18 months after closing, subject to definitive agreements. A related press release states that, if completed as contemplated, the all-cash, non-dilutive transaction is expected to retire 100% of the company’s term debt and generate approximately $7.6 million of aggregate incremental cash, supporting continued investment in its AI platform and RELI Exchange InsurTech operations.

The parties are targeting a closing on or before September 24, 2026, subject to negotiation and execution of definitive agreements and multiple conditions, including due diligence, carrier appointment continuity, lien releases, third-party consents, board approvals and buyer financing. Reliance agreed to an exclusivity period through October 16, 2026, but the LOI remains non-binding on principal terms, and there is no assurance the transaction will be completed.

Reliance Global Group, Inc. reported preliminary, unaudited financial results for the quarter and six months ended June 30, 2026, alongside a strategic update on its proprietary artificial intelligence platform. Management highlighted the launch and deployment of an AI agent for secure browser automation across insurance operations, which it believes can improve productivity, reduce manual processes and enhance customer service, with potential long-term commercialization opportunities.

For the second quarter 2026, the company reported a net loss of $1,994,284, compared with $2,710,901 for the second quarter 2025. Adjusted EBITDA (AEBITDA), a non‑GAAP measure, was a loss of $1,144,505 versus a loss of $381,690 a year earlier. For the six months ended June 30, 2026, net loss was $3,465,452 and AEBITDA was a loss of $1,572,241. AEBITDA is defined as EBITDA adjusted for items including interest, depreciation and amortization, share-based compensation, transactional costs, non‑standard costs, equity method losses and digital asset gains.

The company scheduled a conference call at 4:30 p.m. Eastern Time on July 30, 2026 to discuss these results and business developments, with telephone and webcast replays available for a limited period.

Reliance Global Group, Inc. (Nasdaq: EZRA), an insurance-focused InsurTech company, reported Q2 2026 commission income (its total revenue) of $2,110,815 and a net loss of $1,994,284, compared with commission income of $3,086,677 and a net loss of $2,710,901 in Q2 2025.

For the first six months of 2026, commission income was $5,937,607 and net loss was $3,465,452. As of June 30, 2026, cash and restricted cash totaled $1,807,373, working capital was approximately $1,229,000, total liabilities were $6,223,919, and stockholders’ equity was approximately $6,647,000. Management states it does not see conditions that collectively raise substantial doubt about continuing as a going concern.

The company added $1,213,771 of equity investments, including a 34.24% equity-method stake in Enquantum and a 0.55% cost-based holding in Innervate via majority-owned LifeSci Global Group LLC. It raised capital through a Series K public offering, at-the-market share sales, and an expanded $50,000,000 Equity Line of Credit, while executing a 1-for-40 reverse stock split and regaining Nasdaq minimum bid-price compliance. Shares outstanding rose to 820,948 at June 30, 2026 and 1,002,998 at July 30, 2026.

Reliance Global Group, Inc. accelerated vesting of certain previously granted restricted stock awards under its 2025 Equity Incentive Plan effective July 27, 2026. The unvested portion of awards granted June 24, 2026 vested in full on that date for certain employees, named executive officers, and directors.

Accelerated awards included 101,049 shares for CEO and Chairman Ezra Beyman, 15,359 shares for CFO Joel Markovits, 14,627 shares for COO Judah Korman, 13,409 shares for Executive Vice President Yaakov Beyman, 4,876 shares for Executive Vice President Mordy Beyman, and 4,778 shares each for directors Ben Fruchtzwig, Sheldon Brickman, and Alex Blumenfrucht. The Compensation Committee stated the accelerations support retention, alignment with shareholder value creation, and recognize past contributions.

Reliance Global Group, Inc. filed an initial Form 3 for Beyman Mordechai Menachem, who serves as a Vice President. The filing reports his status as an officer but does not list any reportable transactions or derivative positions, functioning as a baseline disclosure of insider status.